Ben Ten Oneshots
by TheFlash316
Summary: Basically ben ten couples other than those on the show
1. Ben and Gwen

**We start with Ben and Gwen(Ultimate Alien). This may have adult content so read at your own risk**

* * *

 _At Mr Smoothies_

 **"...** and so you see I can't come to our date. Sorry Ben". Ben almost smashed his phone in anger. He and Julie had been planning this for months , and now she can't come just because Ship(her pet alien dog) isn't "feeling well". Ben sighed and walked back to his car. as he was about to open the door, his gaze fell upon a familiar figure sitting across the tables, fiddling with her milkshake.

"Looks like I'm not the only one who was bailed on" Gwen looked up from her milkshake to see Ben sitting taking a seat across her. Gwen sighed " What do you want Ben?". "So Kevin bailed on you ?" asked Ben.

"In a text"."

Oh",replied Ben,"That's harsh."

"What about you?"

"Well, Julie didn't come because Ship is sick. I can't believe that she has such a stupid excuse"

"Wow. Kevin didn't even bother to make a excuse. Look". Gwen held up her phone to Ben. It read " _Sorry Gwen. Can't come tonight. Bye_ "

Ben chuckled. Gwen gave him an angry look."Okay I'll stop"

"So what are you going to do now?",inquired Gwen

"I don't know. Maybe watch sumo slammers or something"

"I have a better idea"

* * *

The door crashed open as Ben and Gwen kissed each other hungrily. Gwen rubbed her legs around Ben seductively with her stockings still on.  
"You sure about this?",Ben asked.

"Of course, its not like we're in a relationship or something serious, is it?"

"Nah, we're cousins anyways",replied Ben as he continued to kiss her passionately.

Gwen moaned in his mouth and wrapped her legs around his waist tightly as Ben carried her up the stairs,carefully enough to not bump her to a wall. Ben opened the door to his bedroom while Gwen detached from him and started to undress him. She pulled off his green jacket and black shirt, revealing his well toned body. She pushed him onto the bed as he started to remove his pants. As he removed the last piece of clothing from himself, he looked at Gwen who was gazing at him dreamily."Hey, no fair. You take some clothes off too",Ben complained."Alright",she said in a sultry voice. She pulled of her black sweater and unbuttoned her white shirt to reveal black silk-bra-clad breasts."THEY'RE GORGEOUS", Ben thought to himself.

Gwen then removed her black skirt, keeping her stockings on, to reveal a matching black thong."If I die now, I will die as the luckiest person in the world", said Ben,realizing he said it aloud as Gwen giggled. Ben could control himself no longer and grabbed Gwen by the waist and jumped on the bed. They kissed passionately  
and Ben started to knead her breasts through the bra, which drove her crazy. Gwen moaned through kisses as Ben started to move his hands to her nether regions.

"Oh god, _Ben...",_ Gwen moaned as Ben inserted a finger in her pussy. He started to move faster and gradually added another finger. which made her moan louder.  
She finally came, spraying her juices on Ben's hand. He then moved up to her mouth where she started sucking his fingers, tasting her own juices. Ben then unclasped her bra and threw it across the room. He pounced on her breasts, which fit perfectly in his hands. He rubbed the nipple of the left one while moving his mouth to the right, He suckled on the nipple, encouraged by her moans. "Ben, I need you inside me, NOW!" yelled Gwen. Ben took out a condom from his drawer and put it on while Gwen removed her thong."Ready baby?" Ben asked. Gwen nodded and Ben quickly thrusted inside her, eliciting moans from both of them.

Gwen started to wince and Ben waited for her to adjust. After a minute, Gwen nodded and Ben started to move in her faster. Gwen then wrapped her stocking clad legs around him and dug her nails in his back. They kissed passionately with their tongues battling for dominance. Between thrusts, Gwen moaned in his ear to go faster or harder, and Ben moved and kissed for what seemed like hours, and finally Ben released himself inside her. Gwen soon followed, and they lied down on bed, exhausted."That was amazing" said Gwen."Thanks" said Ben.

"We have to be careful. No one can know about this." said Gwen

"Don't worry. It will be our secret" said Ben

Gwen smiled and kissed him on the lips, while massaging his cock at the same time."Ready for round two?",she asked.

"You bet"


	2. Kevin and Julie

**graThis is a Kevin/Julie smut. I'll be mainly focusing on these two couples because they all are the main protoganists of Ultimate Alien. Also i don't own Ben Ten or anything related to it.**

* * *

 _Meanwhile, at Julie's house_

"...Sorry Ben", typed Julie ."There, all done!" said Julie. "Nice job, babe" said Kevin, sitting down on the couch and putting an arm around Julie. He looked at her phone and said "Wow, you really know how to apologize. I didn't even write half of that", refering to his text to Gwen.

"Hey, I did it because I genuinely feel sorry for the guy. He had been so excited for this date, which I wouldn't have missed out on if you hadn't been such a horny guy. I had even picked a really nice dress! " exclaimed Julie. "Okay, okay. No need to get all defensive. Its just that i couldn't resist seeing you in that sexy black dress" replied Kevin, moving closer to her.

"Oh so you like the dress more than me?"asked Julie."Hey, you know I like you more than anything else in the world." said Kevin, getting serious."More than Gwen?",  
teased Julie."Come here you" said Kevin, pulling her in a searing kiss. Julie responded passionately and put her tongue in his mouth. They kept making out snd Julie climbed into his lap.

Kevin started to fondle her breasts and Julie moaned in his mouth. " _God,_ I love your breasts, baby" said Kevin as he kneaded her mounds. Julie broke the kiss to pull  
Kevin's shirt off while he pulled off her top to reveal her breasts ,confined in a tight pink bra. " _Let's go"_ Julie whispered in a really sultry voice.

She wrapped her arms and legs around him as he stood up. He opened the door to her bedroom, and laid her down on the bed. She took of her white shorts while he unzipped his grey pants. He looked up to see her lying on the bed in her underwear in a really seductive manner. He quickly took of his boxers and jumped on the bed.

They made out while Julie started to stroke his manhood. " _Time to have some fun._ " thought Julie as she rolled them so she was on top. She kissed his body all the  
way downwards until she reached his cock. Even though she had seen it many times, she was still surprised at his size. She licked it and kissed the tip, before taking  
it all inside her mouth.

"Yeah, thats it. Keep going." exclaimed Kevin. Julie started bobbing her head faster. " _Wow, she has really improved. Earlier she couldn't even take half of it in  
without gagging, and now look at her." _thought Kevin as he was nearing his climax. It didn't take long before he exploded in her mouth, and unlike other times,  
she swallowed all of it.

" _Holy shit! This chick's a pro",_ thought Kevin as Julie started to massage his cock to full mast. He flipped them and started to unclasp her bra. After some futile  
attempts, he procedeed to rip it off, but Julie, used to his carnal actions, stopped him and reached behind her back to unclasp it. Meanwhile Kevin took off her  
pink thong.

As soon as the bra was off, he grabbed her creamy mounds. She moaned while Kevin started to suck on one of her tits. He licked around the nipple and bit it softly  
making her moan really loudly. Meanwhile his hand had travelled south and and started fingering her. Julie gasped from the double pleasure he was giving her.

Soon she was close to cumming, and he started to kiss her. He added another finger, which pushed her over the edge, and she came like she had never before.  
"Whoa, you sure do know how to make a girl cum, Kevin" she said, between kisses. She then grabbed his cock, trying to push it inside her.

Kevin smirked at this, and guided himself into her. They both moaned and Kevin asked,"No condom?". "You know I'm on the pill. It will be fine" answered Julie  
and he thrusted with full force. "Oh yeah, _Kevinnn"_ she moaned ,prompting him to go faster. They started making out while Kevin started to thrust harder.

They kept fucking for a really long time. Finally Kevin said in her ear "I'm close, where should I,..". Julie brought her finger to his lips and whispered  
" _Wherever you wish"_. Kevin finally gave in and let out multiple ropes of his sperm inside of her. They both yelled out each other's names and Kevin fell beside her.

"You weren't on the pill, were you", asked Kevin. Julie just smiled as they both fell asleep.

 _Some hours later_

Julie stirred as she felt Kevin getting up. "What's up?" she asked. "Gwen just texted. She said she met Ben at Mr. Smoothies and they had a great time. So I don't  
have to worry"."Well Ben having had a fun time does ease my conscience." she said. "Yeah, mine too." he replied.

Julie smiled as Kevin returned next to her. "You know, I really like spending time with you" he said."Oh yeah. Let's see"she said, as she reached out to grab his cock.

"Ready for round two"

"You bet"


	3. Flashback(KxJ)

_At Julie's House, In the morning_

Julie yawned as she woke in her bed. She still remembered the passionate night she had with Kevin. She put on her bathrobe and went to the living room. She saw Kevin laying out breakfast. "Good Morning"he said. "Wow, this is really unlike you Kevin." Julie said."You make me like this baby" he said, pulling her by the waist.

"No matter how many times I have sex with you, it always feels like the first time." he said, kissing her. " Getting nostalgic now?" she said with a chuckle. She pushed him away as she sat down on the chair. "Mmmm... this smells amazing" she said, complimenting him , but Kevin was already reminiscing about their first time.

 _At the theatre, a few months back_

 _"WHOOO, SUMO SLAMMERS ROCK!",yelled Ben. "Keep it down, will ya" yelled Kevin. "Sorry its just,...THE BEST MOVIE OF THE YEAR" yelled Ben enthusiastically.  
Kevin face-palmed, and said,"I think I'll go get some fresh air, you coming Gwen?". "No thanks.",she said, engrossed chatting with her friend on the phone._

 _"Come on. We can get out of here and have some **fun"** , Kevin whispered seductively."Kevin, do you really think I will do it in a theatre", Gwen said disgusted.  
"Fine, I'll go alone", he sighed."Wait, I'll come with" said Julie,"I'm so bored anyway".Kevin nodded and they went outside._

 _After getting two ice creams they sat down on a bench."I really don't wanna go inside again. Its not even the inerval and I've got a splitting headache. All thanks  
to Ben",complained Julie."Ben can be a handful sometimes right?" Kevin said. "Yeah but he is still sweet" Julie said, finishing her ice-cream._

 _"I'll just go the washroom. Be right back" Julie said. As she was going, Kevin noticed the mesmerizing sway of her hips and started thinking to himself,"Maybe  
Julie can..."_

 _Julie washed her hands and looked up in the mirror to see Kevin standing behind her."Kevin, this is the Ladies' room. what ar..."but she was cuttoff by Kevin kissing  
her on the lips. Her eyes widened and she angrily pushed him away."KEVIN, WHAT THE HELL. I'M BEN'S GIRLFRIEND"she exclaimed._

 _"I know but i just couldn't control myself. I just noticed how sexy you are. Please Julie, I need you"_

 _"Oh yeah. What about Gwen?"she asked_

 _"Gwen never agrees whenever I ask her. She just does it whenever she wants. I'm tired of her. I need you."_

 _"But, I'm with Ben!", she countered_

 _"How many times has he taken out time for you?. He just does what he wants and whenever it comes to you, he just uses the 'saving the world' excuse", he replied_

 _"That's true, but...", she was cutoff by Kevin grabbing her and pinning her across the wall. He kissed her with such passion she couldn't help but return the kiss.  
"Kevin someone could come in.", she warned, worried. "Don't worry" he said, reassuringly. He took her in one of the stalls and locked the door._

 _Kevin started to take of his clothes when Julie asked him" You said you got tired of Gwen. What wiil happen when you get tired of me too?"."Look in my eyes. Tell me if you think I'm going to abandon you. I've looked into yours and seen that you are in need of someone, and I can help you with that. Let me help you Julie", he said._

 _Before Julie could say anything, Kevin pulled her in a deep kiss, which broke all her constraints, causing her return the kiss with equal passion. She wrapped her arms around him, and Kevin smirked, knowing he had succeeded. He pinned her to the stall door while kissing her. He was already naked while she still had all her clothes on._

 _He grabbed her top, and pulled it over her head, reluctantly breaking their kiss. The moment he saw her round tits in a sexy bra, he pounced on her like  
a hungry animal. He grabbed both her breasts and started kissing like there was no tomorrow. She was moaning so loudly her voice could even reach outside the  
washroom._

 _Kevin put a hand on her mouth while he peppered kisses all along her body. When he reached her pussy, he feraly ripped off her underwear and started licking her.  
"Hey..", she wanted to protest, but was in too much pleasure to complain._

 _Kevin licked her till she came hard in his mouth. He got up and gave her a searing kiss. "Julie, can I put it in?", he asked. She nodded and he took out a condom  
from his pants on the floor and put it on. He entered her slowly and she winced from his size. He kissed her to muffle the pain and Julie wrapped her legs around him._

 _As soon as the pain stopped, there was nothing holding them back. He started to thrust roughly against her while she grinded her hips against him. They both were  
recieving tremendous amount of pleasure. "Julie, this is so good. I think I...I lo-"Kevin was cutoff by Julie catching him in a liplock. "Don't say it, because even though  
I need you, I still wanna be with Ben, and I think you wouldn't wanna break up with Gwen either"Julie said._

 _"Maybe you are right. Gwen would be really upset and i would hate to see her like that" Kevin said, and he resumed kissing Julie. He thrusted with such force Julie  
was worried the door might break. " Oh GOD. , YESSSSSS" she yelled, without caring if anyone heard her. "Wow, its amazing no one came in the washroom all this  
while", thought Kevin,"The movie must be really engrossing for them."_

 _Meanwhile, at the_ _theatre_

 _"WOOOOO, SUMO SLAMMERS ROOOOCK!". Everyone was yelling so loudly Gwen wondered maybe she should have just gone with Kevin instead._

 _Back in the stall_

 _Kevin had unclasped Julie's bra and thrown it over the door. He suckled at her breasts while thrusting hard. "Kevin, I..I am about to cum", Julie said close to her climax. "So am I Julie." Kevin said while kissing her nipples. Finally they both came together, and stood there panting. Julie was still clinging to Kevin and he had  
his mouth buried between her breasts._

 _"That was *pant* the best *pant* sex of my life" Julie said between pants."Mine too baby, mine too", Kevin said and they kissed again. Later after they had  
dressed, they got out, careful enough to not let anyone catch Kevin in the ladies room."So was this a one-time thing?", Kevin asked hoping she would say no.  
_

 _"Do you want it to be?", she asked him_

 _"NO, Of course not" he said quickly_

 _She smiled and said,"Kevin?"_

 _"Yeah?"_

 _"Kevin?"_

 _"Yeah what?"_

 _"KEVIN?"_

"Huh?", Kevin asked, confused. " I asked what's on your mind?"said Julie. Kevin realized he was back in the present day.  
"Nothing just remembered our first time" he said seductively.

"Oh you mean the time I gave you the best sex of your life?", she teased

Kevin grinned," You sure it wasn't the other way around?"

"Hmm,looks like I am gonna have to prove it to you again", she gigled as she grabbed his hand and led them to the bedroom once again.


	4. School!(BxG)

**This will a Ben and Gwen story. All the stories run parallel to each other.**

* * *

 _Tennyson Houshold, in the morning_

"Ben honey, wake up. Its time for school!", yelled Sandra tennyson, Ben's mom. Bens's parents had gone out for the night, assuming he would be on a date with Julie.  
But Julie bailed on him and he ended up in bed with Gwen instead.

"Huh?, wha-", Ben woke up groggily when he felt a shirt thrown on his face."Hurry, doofus!", Gwen said in a hushed voice, "Your mom might come and catch us, or  
worse, I might get late for school!. So hurry up and get dressed!". "Ok, ok", Ben mumbled, trying to get his shirt and boxers on. Gwen was already dressed and was  
setting her hair.

As Ben put his pants on, he asked,"We just had sex even though we're cousins, and you're worried you might get late for school?". Gwen gave him an angry stare, which soon turned to shock, as they both heard Ben's mom coming upstairs to his room."Ben, you up yet?", his mom asked from outside the room.

"Yeah mom, I'll just be out!", he answered. Gwen heaved a sigh of relief, and said,"Next time we do something something reckless, plan ahead!".

"Hey, this was your idea, not mine"

"Whatever, See you at school Benjamin.",she said, before teleporting away to her house.

"Wow, magic sure is convinient", he said.

* * *

 _At Bellwood High_

"I'm really sorry Ben. I couldn't come to the date because I had to take care of my 'pet'.",Julie said, smiling to herself.  
"Its fine really. You don't have to worry about that. I had a great time with Gwen", Ben said , remembering his hot night with Gwen.  
"Cool. Then, what are you going to do now?", she asked.  
"Let's see. I have Science Practicals,English and a Mathematics class scheduled. Oh and the final is the karate class". he answered.  
"Karate? Since when and why did you start to learn karate?", she inquired. but he just smiled to himself.

* * *

 _At the school gym_

"NICE ONE, Gwen!", Ben yelled , as he saw Gwen pummeling her opponent on the ground.  
"And the winner is, GWENDOLYN TENNYSON!", the refree yelled and Gwen waved her arms at her teammates.  
"Wow, Gwen. You can really pack a punch"Ben said, handing her a towel .  
"Thanks Ben", Gwen said ,wiping her face with it.  
"Ok class, school's over. Change your clothes and go back ", announced the gym teacher, and the bell rung just as he said it, as if to prove his point.  
"K Ben. I'll go change and be right with ya", Gwen said walking towards the locker room.

* * *

Ben pinned Gwen against the lockers as they continued their heated make-out session."You just couldn't wait, could you?"said Gwen."I don't see you complaining now  
, do I?", he returned. She laughed, and he started to kiss her neck. He gave her a hickey but she was in too much pleasure to complsain.

She tangled her fingers in his hair, while he pulled down her ponytail to release her fiery red hair."You do realize I'm still sweaty and all from the practice."she said.  
"It just makes you hotter Gwen", Ben said, as he untied her belt, and took of her karate costume. He pulled back to see her in lacy brown underwear.

"Is it just me, or have your boobs gotten bigger?" he asked."Shut up and get rid of those clothes", she demanded. He took off all his clothes while she took off her panties." What about the bra?" , he asked."Let me keep it on for this time. I want you to see it while we have sex", she whispered in his ear.

Ben was in too much lust to argue, and just went with the strange request. He knew they didn't have much time ,so he skipped the foreplay and straightaway thrusted inside her. She wrapped her legs around him and grinded her hips against him. As they fucked, Ben grabbed her boobs and suckled on them.

Kissing her nipples while her bra was on, just turned him on even more. He started to thrust faster while nipping at her brown lacy bra with his mouth at the same time.

"Ben, I love you so much" she cried and gave him an intense kiss. Ben didn't want to confess his feelings because he still wanted to be with Julie, so he just focused on fucking her hard.

He thrusted hard and she dug her nails in his back. They soon came together, and Gwen exclaimed, "You are just incredible, Benjamin". "I'm not done yet" he said, as he grabbed her and started spooning her.

He rubbed against her ass trying to get his cock hard again, while grabbing her breasts through her bra. As soon as he rose to full mast, he wasted no time in entering her, and she moaned, feeling his thickness inside her once again.

They moved against each other like natural lovers. Soon Ben was nearing his release, "Gwen I can't hold it in much longer". "Just gimme a sec doofus" she exclaimed. But it was really difficult for him to control it, and with one last thrust, he gave in and emptied inside her.

Fortunately she came at the same time, and they both lay there, panting as their chests heaved up and down.

"Ben"

"Yeah?"

Gwen reached behind her back and unclasped her bra, and threw it in Ben's face. Ben's eyes widened and he asked "Are you really giving it to me?" . She moved to his ear and whispered, "Consider this your birthday present"

Ben was left dumbstruck by her action, and she then dressed herself quickly and said "So I will see you at your special day then"

"Huh, Wha.. Uh ok" he managed to mumble, still in awe.

She chuckled silently as she exited the locker room, leaving him to wonder how he got so lucky.


	5. Happy Birthday Ben(KxJ)

**This is again Kevin and Julie. I really like stories of couples that could not actually happen even though fans wanted them.**

* * *

 _Julie's house_

Julie came back from school in a hurry. She quickly took a shower while scolding herself for forgetting Ben's birthday. She needed to hurry up and get dressed and go to the party, because she was his girlfriend and really needed to be there.

"What should I wear?", she wondered aloud. Just when she thought of wearing a modest, plain white dress, for she did not want to draw much attention to herself on Ben's day, she remembered that Kevin would be there. She smiled mischievously to herself and got ready to give Kevin a big surprise...

 _Ben's House_

" _Happy Birthday Ben!"_

Kevin plopped down on the couch, satisfied with himself by dunking Ben's mouth in the cake. Even though Kevin looked like he was having fun, the only reason he was here was because Gwen had dragged him here. After they arrived, she just never left Ben's side, and he just got bored.

Kevin was about to make an excuse and get himself out of there, when the bell rang and Julie came inside. Kevin's eyes fell out as he saw her in a spaghetti strapped black dress that went down to her thighs and was parted on the chest, offering a lot of bountiful cleavage.

Julie wished Ben a happy birthday and gave him a nice present. Meanwhile, Kevin scooted a little closer to her, and when no one was looking, he rubbed her ass.

Julie gasped, but fortunately no one heard. She gave Kevin a sharp slap on the hand which made him whisper, "ow!".

After some time, Ben's parents announced that the party's over and everybody now has to go home. Gwen had decided to have a sleepover at Ben's. Ben's parents then told him drop off Julie at her house, but Ben wanted to spend some time with all his awesome gifts.

So Kevin offered to drop her, and she readily agreed. They both then said bye to their friends, and Julie gave Ben a peck on the cheek, which made two people in the room feeling jealous.

As Julie and Kevin got out of the house, Kevin grabbed her and pressed her against the wall of Ben's house. "Kevin, not here. Anyone can catch us", she warned.

"You say that all the time but we never get caught", he said trying to kiss her. "Look, I want this as much as you, maybe we should go somewhere no one can interrupt us", she said, whispering the last part in his ear seductively.

Kevin nodded reluctantly, and they got in his car. He drove for a few minutes while occasionally putting his hand on her thigh. "You just can't wait, can you now?" she asked. "Hey it's your fault to wear such a sexy dress like that.", he retorted.

Finally they reached a secluded spot and got out of the car, and Kevin grabbed her hand and pulled her by the waist. He kissed her passionately while she returned the kiss, their tongues battling for dominance.

Finally, lack of air forced them to break apart, and he laid her down on the hood of his car. They started making out again. Kevin nibbled on her ear whole she removed his tux and shirt, tracing his abs with her fingers.

He started to kiss at her neck, and she started to moan. He tugged at her dress and pulled it down. He was always fond of her boobs and wanted to give much attention to them as possible.

He kissed her tits, kneaded them with his hands and suckled on her hardened nipples. They then broke apart as Kevin removed his pants while Julie removed her panties and the rest of her dress keeping her black heels on, which used to drive him crazy.

He grabbed her by the legs and thrust into her with one stroke. They once again began their tryst of her moans and he kissing her.

She wrapped her legs around him, which increased the suction drastically. They began to kiss hard, with Kevin thrusting into her with full force.

Julie dug her nails in his back, for she was soon nearing release. He soon felt her walls clench, which made him lose control, and he too emptied in her.

Later, they both were lying on the roof of Kevin's car. Julie had wrapped her arms around him, and they were both naked, only covered by a blanket.

"You know what? To hell with Gwen. I love only you and cannot lie to myself anymore" he confessed in the afterglow. "Oh Kevin. That's so sweet", she brought herself up to him and kissed him passionately.

She then felt his member throbbing beneath her and smirked in anticipation. She started to stroke it when Kevin suggested, " I have never done you from behind. Should we try it?"

"I don't see why not" she said, while getting on all fours.

"Come on baby. Don't make me wait" she said seductively.

Kevin grabbed her ass and slowly entered her ass. They both moaned in pleasure. Kevin leaned forward and groped her hanging breasts.

"Ooh Kevin. Oh yeah. That's the spot, Keep going!", she yelled in pleasure. Kevin grabbed her chin and they kissed while he thrusted even harder.

After quite some time, he released himself inside her again, while she came as well.

"You know, it may be Ben's birthday, but I got the best present" he said while she giggled. They got back in the car and drove off to Julie's house as the moonlight lit their path ahead.


	6. Vacations Part 1

**A/N. Sorry for posting chapters irregularly. I am not getting much ideas nowadays. Sadly, I now have to delete all my chapters and find a job. Sorry for letting you all down. This will be my last one, so enjoy!. Also I have a slightly better news at the bottom. Do read it before going.**

* * *

 _Outside the Bellwood High_

"Woo hoo! Vacations are on! ", Ben yelled as he jumped on the school pavement. He high-fived Kevin, while Julie and Gwen just shook their heads at Ben's childishness. "Do try to hold it till we get home Ben!", Gwen snapped. "Sorry, it's just SCHOOL IS OVER!", he yelled again in excitement. Gwen face palmed, while Kevin went to get his car from the parking lot."The first thing I am gonna do is get the sumo slammers v3 game" he said."Do you even have a life other than that?",Gwen asked in frustration.

"How do you even keep up with this?",she asked Julie, and she replied with a shrug. Just then Kevin honked from his car, and they all got in it with Ben and Gwen at the back and Julie at the front seat. "So where to now?",Kevin asked. "I just want my sweet video game!",Ben said in excitement. They all rolled their eyes while kept talking about Ishiyama and Kenko. "I think we should go to the mall",Gwen suggested,"I need to buy some new clothes". Julie agreed, and Kevin said,"The mall it is."  
"Aww sorry Ben we're going to the mall and not to some arcade",Gwen teased Ben. "Whatever, malls too have game shops, dweeb",Ben replied.

* * *

 _At the Mall_

" _This is so boring!",_ Ben thought to himself, as Gwen and Julie sorted out some dresses and put them in thier bags. Kevin was just as bored as Ben, and decided to go back to his car. "Lucky guy", Ben murmured to himself and plopped down on a chair. Julie had to go to the washroom, so Gwen decided to try out her dresses in the trial room.

She made Ben hold her clothes while she went inside and locked the door. "Man, I could have been on something like, level 4 by now", Ben moaned. His phone had low battery so he had nothing to do. He looked around and noticed that all the other trial rooms were empty. "I guess we're the only ones who decided to go shopping instead of an amusement park or something",he groaned.

Just then, the door swung open and Gwen came out, wearing a black one piece swimsuit. Ben began to drool as he could see her nipples through her slightly transparent swimsuit." So Ben, still think shopping is boring?" she asked. He grabbed her and they got inside the trial room. She locked the door while he sucked at her neck.

He kneaded her tits through her swimsuit and she kissed him with passion. She moaned in his mouth as he rubbed her nipples between his thumbs."Easy Ben, we have plenty of time",she said between kisses."It's just... I can't control myself seeing you in this tight one piece",he replied.

She wrapped her legs around him as he started to suckle on her neck again. He then gave her a hickey, and she glared at him."Kevin might see this",she warned. "I don't care. You're mine and everybody should know that",he replied.

He then pulled the lower part of her swimsuit aside, and proceeded to thrust into her."Straight to this?",she asked. "I can't wait",he said as he entered her."Aah...",she moaned sultrily"You're so big, Ben". He couldn't reply as his eyes were clouded with lust for her.

They kissed as Gwen tangled one hand in his hair and the other grabbed the upper side of the trial room wall. They moved in rhythm with Gwen grinding her hips against his. They both moaned, not caring if anyone heard them.

Soon, Gwen was coming close to her climax, and she let him know. He then moved even faster through her slick pussy as she dug her nails in his back. Finally, she came with her arms and legs wrapped around Ben. Ben then thrusted two more times and he came too, releasing his load in her.

"It's like.. You get bigger every time we do it", Gwen said panting. Ben then gave her a kiss and exclaimed,"It's a wonder no one heard us." Gwen then smiled and grabbed his cock. She stroked it to full length as Ben enjoyed the treatment.

She then started to lick the tip, and eventually put her mouth around it. She bobbed her head up and down, as Ben moaned in pleasure. "Keep going, Gwen", he encouraged her as she started licking it even faster.

"I'm going to cum, babe", he yelled and as he did, she swallowed it all. She removed her mouth from his penis and started to lick her fingers. Ben was really turned on by the sight. He then focused and his shaft once more got up. Gwen exclaimed in surprise,"Are you for real? We fucked and I sucked you off, even then you get up a third time!?".Ben shrugged and said,"I guess being Four-Arms gives me stamina."

Seconds later, Gwen was lying on the ground with Ben on top, and his cock inside of her pussy. They kissed hungrily, as Gwen tangled her fingers in his hair. He then happily sucked at her nipples as he pushed in and out of her.

Gwen was feeling a little sore after the first time, but she got used to it as Ben pushed his massive girth even deeper inside her. He could sense she was close to cumming as her walls tightened around his member

She pulled him in a deep kiss, and soon had her orgasm. Ben couldn't take her tight pussy squeezing his cock, so he too gave in. They both rested on the floor, finally satisfied with each other.

Gwen then changed into her regular clothes, and Ben followed suit. They both then exited the room quietly, but saw that the whole store was empty.

"So that's why no one heard us", Ben exclaimed.

"Ben I think something is terribly wrong",Gwen stated

 **Lol. Since I ended this story with a cliffhanger, of course there are gonna be more chapters.**


	7. Vacations Part 2

_Meanwhile, in the ladies washroom,_

Julie came out of the stall in the washroom and looked around to see nobody there. "Wierd. This place was swarming with those cheerleaders from high school a minute ago...",she wondered, and reached the basin to wash her hands.

The floor behind her creaked, and Julie grew alert. She could sense someone moving behind her, and she quickly spun around. She could only see the dark sillouette of a person beside the stall. She took out a pocket knife and quickly lunged at the figure's foot. She felt the knife strike the figure on his thigh, and it cried out in pain.

"Ow. Why did you do that!",it yelled. Julie stopped, recognising the voice,"Kevin? What are you doing here?". "I think the better question is that why do you have such a sharp knife with you?!", He yelled again.

"I keep that in me after Elena kidnapped me, but now you tell me why are you here in the ladies washroom, spying like a creep!". "I wasn't spying or anything. It's just I got bored in my car, and Ben was still stuck with Gwen, so you know, I thought that we can...",he smiled flirtatiously.

"Kevin, you are unbelievable.",she sighed,and said "Atleast next time, try not to scare me like that, or you will get hurt bad". "Wow , and I thought I was the superior one, you know being an Osmosian and all" he replied.

He then pulled her towards him, and she said,"I didn't say yes ,Kevin!". " I didn't hear a no, plus how many times are you gonna get a chance to do it in a mall?". "What about someone walking in?", she asked. He sighed "Ever the prude Julie. The Mall is almost empty. We get no one to disturb us.", and he leaned in to kiss her.

"Wait, the mall is empty?!", Julie asked , but Kevin yelled at her angrily,"Why do you keep spoiling the mood? It's not a Scooby-Doo show going on here. You are behaving just like Gwen!".

This got Julie's attention. "I am not like her at all. I am the best person that you got to have an affair with, and you still compare me to her?!", she retorted. Kevin said,"Then, prove it"

* * *

Ben then got out of the store, when Gwen behind him. "The whole complex is deserted , and it's just 6:30 pm.!", he exclaimed in surprise. "We have to find Kevin and Julie, and get out of here quickly. I have a bad feeling about this." Gwen said.

* * *

Meanwhile, Julie had tackled Kevin to the floor, and started pulling off his clothes. As she pulled off his shirt, he congratulated himself silently to come up with such a plan. He knew Julie has a competitive nature, and he took advantage of that to get her to do what he wanted.

He preffered her over Gwen for this reason. Having sex with Gwen involved all that 'love-talk', but doing it with Julie was entirely different, for she was still Ben's girlfriend, and he doesn't have to get serious with her.

He was brought back to reality when Julie had unbuckled his belt, and fished out his organ from his boxers. She started licking it till it rose to full height. Kevin was enjoying this, and Julie then put her mouth over it, giving him even more pleasure. She bobbed her head on his cock while he grabbed her head with his hands to keep her going.

"Julie baby, I am going to cum if you keep doing this.",he yelled. She then removed her mouth , and said "You are not going to cum unless you admit I am a better lover then Gwen ever was." He cried "Of course you are! I was only kidding before. Now please suck me off". "That's better", she said and lowered her mouth to his cock once again.

Julie started to move her head faster, and Kevin yelled "Here it comes!". He released his semen in her mouth, and it all went down her throat. "Did Gwen ever did this to you? I don't think so.", she said, triumphant.

Kevin then flipped her so he was in top. "That's enough teasing. Now I will show you what a real man is like!", he said. He then ripped off her shorts and her panties. They had prevoiusly agreed that Kevin would pay for all her clothes that he ruins, so Julie raised no objection this time.

Kevin lowered his moth to her pussy, and started to lick her. He then grabbed her sexy legs as she wrapped them around his head. She moaned in pleasure, and he started to flick his toungue faster. The pleasure was too much for her and she came, her pussy spilling her juices all over Kevin's mouth. Kevin then tugged at her blouse, but calmly took it off, remembering their agreement.

She lay beneath him in a sexy red bra, and he started to knead her tits through it. "I think that only us can satisfy each other, that you are just as suitable for me as I am for you", Kevin said, and Julie nodded, "Now fuck me!". He grinned, as he inserted his cock into her pussy. She grabbed him and pulled him so that her bra clad breasts were pressed against his toned pecs.

They kissed each other senseless, and their tounges battled for dominance. As he made his way to her neck, kissing along the way, she gripped him even tighter. Kevin then moved to the valley between her breasts, and kissed it through her bra.

He thrusted harder and harder, forcing Julie to moan very loudly. They were both near their release, and after a couple more thrusts, they both came together. Kevin fell on Julie's chest while she played with his hair. "God, I never get tired of you", Kevin panted.

"I think we should get dressed. I need to get back to the store.", Julie said. "What about your ripped underwear?"Kevin asked, putting his pants on. "You're lucky I bought a pair from the store", she replied , putting the shorts on.

Just then, Gwen burst into the ladies washroom. "Julie, we need to...Wait, Kevin what are you doing here?", Gwen asked. "Uh... I noticed that the mall was so desolated and came to check on Julie", he spewed out nervously. "Good call. There is definitely something off", Gwen said, and Kevin and Julie heaved a mental sigh of relief.

As they all got out of there, Ben rushed towards them. "Guys, there is no one in the parking lot either." ,he said. "So what should we do now?", Julie asked. "I think I can answer that", said a voice behind them. Professer Paradox(A scientist who can time travel) emerged from behind them, and said, "You all should do nothing".

They all stared at him blankly, and he explained,"Right now all your lives are in grave danger. The Earth's population has been mysteriously disappeared by someone. I believe I know the person responsible for this"

"Well, who is it?", Kevin asked.

The professor had a grim expression on his face, and said "Eon"

They all looked at him, shocked. "Allow me to explain. It all started with a fight in a future. Eon (a twisted time travelling version of Ben) had created a Genocidal time bomb, and together with Vilgax he was able to set it off. Before he set it off, Future Ben , as Clockwork(an alien with time based powers) was able to protect you four from the bomb, but everyone else was wiped out from existence. I couldn't go to the time when it happened because of Eon's time barrier, so I came to you to fight him before he could do all this."

"That sure is a lot to take in" Gwen said. "We have to stop him. All our friends and family are gone.", Ben said, and the others agreed. "We have to go to the future, and just before he arrives we have to stop him from setting off the bomb."

They all connected with Paradox as he clicked his pocket watch to take them to the future. "I wonder what the future will be like", Ben thought , as they warped away.


	8. Future 1

_In the future,20 years_ _later_

A lot had changed in 20 years. Ben 10000 was now the head of the Plumbers group(an organisation charged with protecting the world from intergalactic threats) and a celebrity, who has saved the world countless number of times. His wife Julie worked in a software company, "Cutting Edge" which was run and founded by Kevin, using his technical skills. Kevin's wife Gwen worked as Ben's manager, accounting all his schedules and workload.

 _In the "Cutting Edge" office, Board of Directors meeting_

"...and so with our proprietary software for weaponised armor and vehicles, our profits are expected to rise considerably within just a few months", Julie said, ending her presentation in the meeting.

The board members were quite impressed with her work, and sanctioned her project for military weapons. As the meeting ended everybody congratulated Julie for her hardwork. CEO Kevin Levin then said to her,"Marvellous work done there, Ms Tennyson. If you don't mind I have a few doubts about this project that I would like to clear with you. Will you please step into my office?". "Of course, sir", she replied with a smile on her face.

 _In the CEO's Office_

"Oh yes! Keep doing that", Julie moaned, as Kevin started to rub her tits thorugh her shirt. Julie was sitting in his lap as he fondled her boobs. Their affair in the past had continued till now, and apart from her hard work, this was the reason Julie got so much success in the company.

Kevin loved to see her breasts confined in a white office shirt, ready to pop out. He pulled up her office skirt to reveal more of her legs, which were otherwise confined in stockings. They started to make out with Kevin unbuttoning her shirt, and out came her luscious breasts confined in a pinkish silk bra.

He put his hands on them, and she took off his shirt. She then removed his pants and his hardened dick sprang out. She started to stroke it while he played with her boobs. She moaned as he laid her down on the table. Her moans were blocked from going outside due to the soundproofing done by Kevin.

He undid her zipper, and took off her thong. He flipped her over so her ass was facing him. In one quick stroke he entered her from behind, and they both moaned loudly. He moved his hands to her breasts and groped them through her pink bra.

They fucked hard, and the desk shook violently beneath them. He brought her mouth upto his to kiss her, and she wrapped her arms around his neck. He licked at her neck from behind and she moaned even louder. He kneaded her tits up and down through her sexy pink bra.

He then moved one hand to her pussy and started to finger her. He made out with her as she moaned in his mouth. He was close to cumming, so he took his cock out of her, and flipped her again.

As he was about to go in her pussy, she warned,"Kevin, wait. I'm not on birth control. What if I got pregnant?". "Stop worrying baby. Even if you do get pregnant, I don't care. I want you to have my child.", he replied. "Ben will come to know about it, and then we will never be able to see each other again", she said with a sad expression on her face.

Kevin sighed, and quickly put on a condom from his pant pocket. He then entered her hard, and she wrapped her arms and legs around him. "Come to me baby. Cum in me!", She whispered in his ear sultrily. It was too much for him, and he came inside, filling up the condom. Julie came too and started panting.

"Since you denied me to release my load inside you, I'm going to have to find some other way to compensate for it",he said and his dick hardened once again. "Wow you got crazy stamina boss", Julie said between pants.

"Now do your thing", Kevin ordered, and Julie removed her bra, and her boobs popped free from the confines. She then moved them to Kevin's cock and inserted it between her tits. She then rubbed her tits against his thing, making him cry out in pleasure.

She even put the tip in her mouth, and her boob job finally made Kevin cum a second time, in her mouth. She removed her mouth and said "Satisfied?"

"You bet baby.", Kevin exclaimed as he laid down on his chair. Julie then put on her bra and shirt, and fixed her hair after putting on the rest of the clothes. "I think this was enough to get me a half day today.", Julie said hopefully winking at him.

"Nice try, but this does not get you a free pass. You gotta work like the others.", He replied. "But your 'doubts' sapped all my energy", she whined, but went out in a huff when he didn't answer. "Damn, now I will have to make it up to her. Sheesh", Kevin muttered as he put on his clothes back.

 _Meanwhile with Professor Paradox and the rest of the gang_

"Well, here it is. We have arrived 20 years into the future". Paradox announced. "Now I can't stay long because of Eon's time barrier. I must wish all of you good luck, and do try to be careful, even though I know how much you lot love trouble", he said with a smirk on his face, and in the next instant he was gone.

"Well, what are we gonna do now, team leader?", Kevin asked Ben, who said,"I can't think when I'm hungry. Let's get some chilli fries." They all face palmed, and Kevin decided to give the orders, "Alright , so I think we should all split up and look out for Eon's hideout. It's gonna be difficult to look for him in this future city, but Paradox have gave us no further instructions on what to do"

They all agreed, even though Ben wanted to have a quick snack first. "We'll assemble at Mr Smoothies after sundown, that is almost 1 hour, and I chose that location cuz I know Ben would eventually wind up there, even in the future.", Gwen said. They all headed in different directions and Julie started to think if she could have been paired with Kevin instead of going alone.

 _20 minutes later, 'Cutting Edge' office_

"You can't do this! This is straight up backstabbing.", Julie exclaimed angrily at Billy Billions, head of Billion Tech. "Sorry honey, but we got a better contract from your rival company" Billy said, waving his hand dismissingly. "Don't dare call me 'honey', or I will burn your company to the ground", Julie threatened, but Billy ignored her and walked out of the office.

Julie glanced at the clock, and thought that everybody must have already left. As she went to her cubicle to get her stuff, she kept muttering what a asshole Billy Billions was. Just as she was about to leave, she was pulled back into someone's arms.

"Let me go Kevin. I'm already mad at that loser", Julie said angrily, and Kevin said,"Chill babe. That Billy is one tough customer , I know. But don't worry. I negotiated a better deal with Cooper's company, which would easily outdo the profits to be gained from Billions Tech".

"I'm still mad at him from breaking up our promised deal.", She said. "You know what helps me cool off?", Kevin asked, "A nice hot fuck in the office, with no one to interrupt us." Julie smirked at his horniness, and he grabbed her face to kiss her.

Soon, all their clothes were lying on the floor, and a naked Julie was pushed into the wall with her legs wrapped around Kevin. Kevin started to thrust into her, and she grabbed his head, and put it between her breasts. He sucked at her left nipple, while he kneaded the right. Julie was in heaven right now.

Suddenly Julie's phone started to ring, and they stopped so she can pick it up. " _Hey Honey, it's me. Just wondering when you'll get home.",_ Ben said from the other side.

"Sorry. It's just there is too much work left for today. I'll try to wrap up as soon as I can", she said. "Ok. Don't work too late. Love you", Ben said. Julie was about to reply, but Kevin grabbed her arms and pinned them to the wall. He clicked on the end call button on her phone, and resumed kissing her.

"Wow, Ben's call must have gotten him really jealous", Julie thought, as Kevin thrusted harder into her. He pulled out and flipped her, and inserted himself in her ass. She moaned loudly as he kissed along her back. He then sucked at her earlobe, and she felt herself going crazy with lust.

She was close to cumming, so Kevin started to finger her with one hand. Before her climax , he laid her on the floor so he could fuck her doggy style. They both moaned loudly and he groped her hanging breasts.

She came hard, but Kevin wasn't done yet. He wanted to cum at least once in her pussy, so when she was still exhausted after her orgasm, he liad her down and entered her pussy. Julie then started to protest, but Kevin silenced her by a kiss.

They moved rhythmcally against the carpet on the floor, and Kevin kept kissing her to keep her from thinking rationally. Julie kept moaning loudly which turned Kevin on even more.

She then flipped them so she was on top. She rode him hard while he grabbed her tits. Her pussy started to milk his cock and bring him to his release point. He then dove forward, pressing his head in her chest, and released his load in her pussy.

She cried out in pleasure, and they stayed in that position for sometime. Finally she got up, cum dripping out of her pussy, and got dressed. "What's the matter Julie? You are being uncharacteristically quiet after sex", Kevin asked.

"I warned you, but you still didn't use protection. You do whatever you want, and never listen to what I say.",she replied, hurt. "I know babe. It's just I want be in constant contact with you, with no condom in between",he said, trying to comfort her.

"I'm not flattered Kevin", she muttered, as she left through the door, with a sad expression on her face. Kevin sighed as he saw her go, and started to ponder what Gwen will be doing in his abscence.

Unknown to Future Kevin and Julie, a secret voyeur was watching them through a slight partition between the curtains on the window. Young Julie had been searching for a suspicious hideout, but inadvertently found her future self having sex with her future lover. She couldn't stop herself and had masturbated just before Future Julie left.

As she recovered from her high, she thought, "Wow. I didn't know I'd marry Kevin in the future. I guess I probably had the strength to tell Ben the truth somewhere in the near future." Little did she know that her present day affair was to be continued in the future ...


	9. Future 2

_Former Bellwood, Now called Benwood, in Ben's honour, a few hours ago_

"Take that you!", Ben yelled as Humungosaur, as he threw a car on Eight-Eight. Eight-Eight made a dash towards him, and wrapped his legs in a lasso. Ben fell down and quickly transformed into XLR8. "Well if you like speed so much", he said and faster than the blink of an eye, he had Eight-Eight all tied up.

Gwen then arrived with the Plumbers officers at her side. They put Eight-Eight in a containment cell, and Gwen walked up to Ben. "Looks like you handled it yourself.", she said . "Yeah well, it's just another Friday for me.", He replied shrugging. "Good, because you still have a general body meeting to attend", she said.

"WHAT!, I have been doing meetings the whole day. It's 8 pm for god's sake ", he groaned. "Aww, poor Ben. Wish I could help you with that", Gwen said, mocking him. "You're enjoying this aren't you?", He said. "A lot",she replied laughing. "Damn, Julie is gonna be really pissed. I got call her", he said and walked away to make the call. Gwen then arranged for Eight-Eight to be moved to a secure plumber facility, and Ben returned to tell her that Julie is gonna be working late. "I wonder how much work Kevin gives her these days", he muttered. "Come on we have to hurry", Gwen said.

* * *

Ben was pushed against the wall, as Gwen started peppering kisses along his neck. "Gwen, I thought I need to be in a general body meeting", Ben stated, and Gwen replied,"Oh. Did I forget to mention that I am the one you were gonna be meeting", and pulled off his shirt. "Why did you bring me to the office then?", He asked her. "You never had a fantasy about doing it in our workplace?", She asked back, and he grinned, giving her the green light to continue.

Gwen then went lower and removed his pants. She took out his penis, and started massing it. As soon as it rose, she asked him,"How do you even fit this monster in your pants?". "The same way you fit those massive globes of yours in a bra", he replied with a smirk. "Touché", she said, and put his member in her mouth. Ben moaned and Gwen started fondling his balls with her hands. She licked and swirled her younger over his tip, and bobbed her head over it. He grabbed her head, and she moved faster. She engulfed almost all of it, and when he came, her mouth almost exploded.

"Wow. You really let out a lot nowadays", she said, wiping his cum from her face. He then spun her around, and pulled at her zipper. As soon as her dress fell, she turned for him to see her in sexy blue bikini. "Damn girl. You are really endowed", Ben exclaimed, gaping at her. "I guess we have both come a long way from being just two skinny kids on a summer road trip", she said, and he pulled her towards him by the waist. They kissed, and he removed her hair band, letting out her constrained luscious red hair. He cupped her ass through her blue underwear and squeezed it. He then hoisted her up and she wrapped her legs around him.

He laid her on their work desk gently, and took off her panties. She moaned as he inserted his manhood in her pussy. She didn't take of her bra because Ben got a kink out of watching her in sexy underwear. She pulled him towards her, and he attacked her neck with kisses. She flipped them, and rode him like a pro. He grabbed her boobs and played with them. He moved up to kiss her chest, while she started to go crazy with the pleasure. He nipped at her bra, licking at it, while she put her hands on his head, keeping him there. Her hips slapped against his making wet sounds. Unlike Julie and Kevin, Gwen preferred Ben to enter her raw. She didn't mind having his child, for she could easily mix up the paternity results using her influence. Even if that didn't work, she still had magic to cover for her.

Ben started thrusting harder, and Gwen could feel him enlarge inside her. Even though the desk was not as large as a bed it still provided plenty of room to fuck, and Ben was really turned by doing it in thier workplace. He kissed Gwen with passion, who returned with equal force. "Oh my god", she moaned in his mouth, and he laid her down on the table. He pushed into her deeper, and kept going harder. Gwen was recieving waves of pleasure as Ben kissed her breasts. Just as he felt like he was close to his climax, she felt his thrusting getting slower. He soon exploded inside her, and she followed soon. They fell into each other's arms and went to sleep.

* * *

At midnight, Ben suddenly woke up, and Gwen stirred. She soon got up and rubbed her eyes,"What is it Ben?"

"Nothing just a bad dream. I felt as if something really bad is happening somewhere."he replied. "Don't worry babe, I'm sure it's nothing ", Gwen reassured him.

Ben walked up to the office window to gaze out of it. "I don't know Gwen. It's just my gut is telling me there is something out there. Something bad". Gwen then covered herself with a blanket, and walked up to him. She grabbed him from behind and caressed his abs. "I think your gut might be warning you about me", she said seductively. "I'm serious Gwen", Ben said.

"Hey , I'm supposed to be the serious one. You are the careless playboy",Gwen replied. "Since we are in the office , I can monitor for threats. Let's go", he said and threw on his shirt. Gwen sighed, and quickly dressed herself.

* * *

 _Back with teenage versions of the gang_

" Damnit. Eon must've used a really efficient cloaking device.",Ben said. "Wow , Ben finally got serious about this.",Kevin teased, and Ben scowled at him. "Guys we need to figure out our next move", Julie said. "What if we alert our future selves about this ", Ben suggested, but Gwen countered "If we meet our future selves , wouldn't it change the timeline?". "That would've happened if we interacted with our past selves. Meeting them in the future wouldn't break the timeline, and we can easily alter what Eon is gonna do", Julie said. "Of course! Nice work Julie. I'm proud of you", Ben said, and Kevin's fist tightened.

"So where will we find them ?"Gwen asked. "Easy,", Ben replied, pointing at a huge billboard with Ben Ten helpline service numbers on it.

* * *

 _Plumber headquarters_

"Nothing on the monitor", Future Ben said. "Nothing on the radar either ." Future Gwen said from the other side of the room. Suddenly the office phone rang, and Future Ben picked it up. "Sorry today is a day off",Future Ben said, but was cutoff with a rather familiar voice over the end. "Gwen?!", Future Ben exclaimed and Future Gwen walked towards him "What?". "It's you, over the phone ", Future Ben said, and Future Gwen got confused. Future Gwen then took the phone from him,"Hello?". She talked over the phone for a few minutes, and then kept it back down. "Come on . We gotta go", Future Gwen said. "What happened?"Future Ben asked. "Your gut was right "Future Gwen said gravely.


	10. Epilogue

_Eon's hideout_

"There . The bomb is complete", Eon said, triumphant. "Good. Now humanity along with Ben ten will perish, and I can make this planet my own.", Vilgax exclaimed.

"Really clichéd plan Vilgax. You don't think anybody has ever tried that before ", a voice came from behind him. Eon stammered nervously ,"Who..Who's th...There?". Future Ben, Future Gwen and Future Kevin came out from the shadows. "How did you know about this?", Eon shouted. "Just my gut.", Ben said grinning. "Vilgax do something!",Eon yelled.

But Vilgax didn't even turn his back to face them. He then started to walk away from them. "Don't think you can escape Vilgax", Ben stated and yelled "Now!". Future Julie then crashed through the roof in her upgraded Ship armor, and behind her, a swarm of alien plumber guards surrounded them. Eon fell to his knees"My masterpiece. Ruined!",he wailed. Future Julie then tried to punch Vilgax , but it went through him. Vilgax then laughed and vanished. "It was a hologram. He was never here!", Future Gwen exclaimed. "Never mind. We got Eon and his bomb.", Future Kevin said.

* * *

Young Ben then shook his future counterpart's hand. "Thank you for your tip. Even though Vilgax got away.",Future Ben said. "If I didn't know better,I think he is planning something big", Younger Ben warned. "Me too. But you dont need to care about it. We got this handled"Future Ben said,"Now, it's time for gifts",he stated .

Future Ben then touched Young Ben's Ultimate is, and it changed into a new Omniverse style watch. "I have added many new aliens. Don't worry your ultimate forms are still in it". Young Ben was elated, "Thanks bro".

Future Gwen then gave Young Gwen a new spellbook. "I have compiled it myself, so you don't need to rely on Charmcaster's filthy old one". Future Gwen then pulled Young Gwen aside and whispered in her ear"I have marked some special ones. You can use them for...You know", she winked at Young Gwen.

"Reinforced Tadenite. The strongest metal in this universe. Its also self- regenerating so you can use it infinitely."Future Kevin said, tossing over the metal to Young Kevin . "Cool. Thanks man" , Young Kevin said.

"As for you, I just wanna tell you that the more you use the Ship armor, the more it self upgrades",Future Julie told Younger Julie . "Wow . The others get cool gifts and I get a lousy piece of advice "Younger Julie scowled. "You don't know right now, but knowledge is power"Future Julie said. "Fine",Younger Julie said, and Future Julie's expression hardened. "Julie , you don't tell him. You never had the courage to do so". "What ?", Younger Julie looked up , confused as to what is she just said.

"Goodbye guys", Future Ben said, and he pushed the button to his time portal. The portal opened and all of them walked in, with only Julie felling uncertain about what happened. "Finally , we go home", Ben said happily, as they vanished in white light.

* * *

"So, you did it?",Paradox asked. "I'm not sure it's over yet. I mean this was too easy, plus Vilgax dissappeared mysteriously. "For the time being , you four saved the universe. Thank you for that", Paradox said and vanished in white light. "It's creepy every time he does that", Julie muttered. "Whatever. I need some shut eye. Let's go" Kevin said.

* * *

Ben plopped down on his bed . "Man, that was exhausting "he exclaimed. Suddenly , he noticed a pink light coming from the bathroom . "What now? Whoever it is, can I please smack you tomorrow. Today has been really hard on me",Ben sighed. "Not as 'hard' as it will get now", said a sexy voice from the bathroom. Gwen then stepped out wearing a blue bikini and panties " How did you even come here?"Ben asked.

"The new spellbook taught me how to teleport." Gwen said, "Wanna see what else it taught me?". Gwen then muttered a spell and Ben felt a strange sensation. "I feel uneasy", Ben said, "Gwen what did you do?", He asked. "I just cast a spell to get back your stamina . Plus you will be a little more horny around me from now on.", Gwen smiled. Ben grinned and walked over to her.

He made out with her , and scooped her in his arms. He laid her on the bed, and flipped her so her ass was facing him. He ripped off her panties, and Gwen started to curse him. But Ben stopped her by licking her ass. She let out sexy moans of pleasure, which drove Ben crazy. He start to kiss her ass more, until she finally came. He then undressed himself quickly, and took out his cock. He rubbed it against her ass, until she gave him an angry glare. "Put it in fast. I can't wait" she said.

Ben then pushed it in, and moved in and out. "I never get enough of you , my sexy cousin", Ben exclaimed. Gwen pushed him out, making him whine. She then pushed him on the bed, and straddled his cock. She started to slowly lower herself on it, just enough to get his tip to touch her pussy. Ben couldn't take her teasing and grabbed ger hips, pushing her down on his manhood.

Gwen cried out as she was filled up, and Ben pulled her to him. He kissed her and his hands went to untie her bikini. She slid it off revealing her ample breasts, which Ben sucked with pleasure. He thrusted harder and increased his sucking. "Oh baby , i never wanna stop", Ben said, and Gwen pulled up his head to kiss him.

She rode him faster while making out, and her walls tightened around his cock. "Gwen, gonna cum",Ben managed to say. "Wait, I forgot to take a pill. You have to pull out", Gwen cried, but Ben was in too much pleasure to listen. He poured all his semen inside her, which caused her to have her release as well.

They both fell down on the bed. "Sorry I can inside you."Ben apologized. "I just hope the new spellbook has some spell to prevent pregnancy", Gwen said,"But I don't really mind having your child". Ben then rolled over to kiss her. She pulled the blanket over them, and both fell asleep.

* * *

 _Tennyson yard, in the bushes_

A soft laughter could be heard, and Vilgax came out of the bushes. He saw through the window to see Ben sleeping with Gwen. "Thank you Ben Tennyson, for bringing me to this time. I'm not as naive as my present counterpart, and you shall see how much I have evolved. Soon I will take away everything that matters to you, and you wouldn't be able to stop me . I am no ordinary Gillian you face everyday . I am your ultimate nemisis!", Vilgax proclaimed, and flew off in the sky, where the dark clouds shrouded his path, enveloping him in the darkness.


	11. The ominous warning

_Bellwood Community Pool_

"Cannonball!", Ben yelled, and his dive almost splashed the whole water out of the pool. Everyone present there gave Ben angry glances. The lifeguard blew her whistle and pulled Ben aside." You idiot! Can't you just let me do my job. I'm already pissed off from this stupid sun!", Gwen complained.

"Chill Gwen, we are at a pool. Why do you wanna do boring lifeguard duty now?", Ben asked. Gwen rolled her eyes,"Because unlike you, I need some extra credit to get into a decent college". "You could've done social service like cleaning up the sideways or teaching poor kids, but you chose to do the one job which requires you to wear such a sexy black one piece", Ben drooled at the sight of her.

"Ugh", Gwen said in disgust, and warned him to not dive in the pool again. "So what am I supposed to do? Julie won't come here till an hour, and Kevin still hasn't returned from the snack bar", Ben whined. "Whatever. Not my problem Benjamin", Gwen said cool as she sat in her high lifeguard chair.

* * *

 _Pool bathrooms, shower area_

Julie had arrived early, and had lied to Ben to get in some action with Kevin. She was pushed against the stall wall, as Kevin turned on the shower. "You really have a thing for bathrooms, don't you?", Julie teased him. Kevin just grinned, and as the cold water hit them, Julie shrieked. "Its so cold !"she cried. "So, let's do it fast and hard.",Kevin said. Julie grinned, and stroked his cock with her hand. She guided him towards her ass, and he entered her with ease. She no longer felt the pain of anal sex for she was quite used to it, and instead insisted for it.

"I didn't know cold water makes you even more tighter Jules", Kevin exclaimed between thrusts. "Neither did I ", Julie replied. Kevin interlocked his hand with hers, as she put them on the wall for support. "Next time, please find a more roomier place", Julie complained. "Noted", Kevin said.

* * *

"...and then I turned into this yellow electric one, and just zapped the heck out of the thing. I'm thinking of naming him Shocksquatch!", Been finished. "Wow. That was so awesome mister Tennyson !", Said Billy, one of the kids in the pool to whom Ben was narrating his story. "Just call me Ben ,Billy", Ben said, "And here is your autograph". "It's the luckiest day of my life", Billy screamed and rushed towards his mother.

"Hey no yelling or running kid!", Gwen warned from her chair. "Come on Gwen, loosen up. No kid would be able to hold the excitement when Ben Ten himself gives him an autograph.", Ben grinned at her. "Show off",Gwen muttered, and went back to texting on her phone. "Damn. I really wish Gwen was up for a fuck. Strange, neither Julie showed up, nor did Kevin return",Ben thought, and decided to look for the latter.

* * *

Ben searched the whole food court but couldn't find Kevin. "Has to be in the washroom only then", Ben muttered as he walked towards the washrooms.

 _Inside the washroom area,_

Kevin and Julie had just finished their trust, and a sweaty Kevin was slumped against the wall with Julie in his lap. Kevin held her close and played with her boobs from behind. Julie then picked up her phone, realising she was late for meeting with Ben. "Fuck Kevin, you got me late", Julie said getting up. "Yeah yeah yeah, just blame it on ole Kevin", Kevin whined and Julie put on her swimming one piece . "Uh oh. I think you just awoke a sleeping giant", Kevin said pointing to his again hardening cock. "Buzz off Kev. Ben will kill me for being this late.", She said exiting the stall.

Kevin followed her "I guess he might have noticed I have gone for a long time too". "Just wonder what would happen if he caught us together in a washroom. He might get the wrong idea", Julie said. "But it's true", Kevin said kissing her on the lips . As they were making out, Ben was just outside the washroom. He was just about to open the door when a hand grabbed him and pulled him into the bushes.

"Hey. Whoever you are, you are messing with wrong guy", Ben said and reached out for his watch. "Stop, you idiot!",said the hooded figure who had pulled him. "It's me ,Tetrax",the figure said removing his hood and revealing his Diamondhead-like face. "Oh hi. Whatcha doing here?", Ben asked. "Ben listen to me carefully. Starting right now, terrible things are gonna happen to you. I can't explain it you right now, as I don't have much time left. You must be alert for any changes you notice around yourself. ",Tetrax quickly said. "Why don't you have time?",Ben said.

"That's not important. You need to warn your friends of this.", He said. "Of what? You have told me about the threat ", Ben said. Tetrax's expression grew grim, "Ben. I can't ... I can't name the threat, but whoever they are, they are not here to play games with you. Their motives...are pure evil. They have done terrible things or shall I say, will do". "You're spooking me out Tetrax. I have just defeated Eon in the future from wiping out all humanity. You are telling me there is something worse than that?",Ben asked.

"You never understand ,you fool! It's not just about a single planet anymore. It's involves the whole time and space continuum, and the ones responsible, they are willing to go to every length possible. Ben Tennyson, be warned. The darkest period of your life will start now. You must chose who to trust carefully", Tetrax said grimly, and suddenly started to flicker. "Hey, what's happening to you?", Ben tried to touch him, but he started to fade into the atmosphere. "He did it. It has started. Good luck Ben", Tetrax smiled before vanishing.

Ben just stood there in horror of what just happened. Tetrax warned about some omega level threat, and now he's dead?. He wanted to mourn for his friend, but the look on Tetrax's face worried him. It was the look of fear , which he has never once saw on him. Ben glanced around to see kids playing in the pool, families arriving and going. A breeze blew and the trees shook lightly. Ben grew tense. "Tetrax said to trust anyone carefully . I don't suppose he meant someone close to me will betray me", Ben muttered to himself as he walked to the lifeguard area.

Kevin and Julie then came out of the bathroom, with Julie finally able to restrain her's and Kevin's horniness. "Phew. I really get a lifetime's exercise doing it with you", Kevin said wiping his brow. Julie just ignored him and they walked towards the pool side. They saw Gwen trying to talk to Ben.

"Sup guys. What the matter?", Kevin asked as they walked up to them. "Sorry Ben. Got some traffic on the way, and halfway I realised I didn't lock the door", Julie apologized making up an excuse .

"Doesn't matter right now Julie", Ben said gravely, and a chill ran up Julie's spine. " _Has he found out?",_ Julie thought. Ben then put her fears to rest by explains Tetrax's meeting with him. "He looked really shaken, and the way he was talking,I think he came from the future, but was erased from existence ", Ben said. "Wha? I don't get it?", Kevin said, "How can he be from the future and die in the present ?". "He means that someone has erased Tetrax from the timeline. But this would mean that no one should know about Tetrax. Then why do we still remember him?", Gwen asked after answering Kevin.

"Must be a time paradox", Julie said. "Guys, we need to prepare for this. Whatever this threat is, they are not some 'take over the world' schemers anymore. I don't know about their motives and who they are, which just makes them really dangerous", Ben said. "We all need to be on guard", Kevin said and the others nodded. "I still can't believe Tetrax died just like that", Gwen said. "We all must let it go, Gwen. I promise you, I will save Tetrax", Ben said, and looked over the pool. The families were all leaving because a wind storm was en route. "A storm is coming, and I am not not talking about today's weather", Ben grimly said, as the four of them looked over the horizon, unsure and apprehensive of what lies ahead.

* * *

Gwen unlocked the door to her home, and went inside. "... Uh huh. K mom, you guys take care of yourself",Gwen said as she hung up her phone. Her parents had to stay at Ben's fir the night because the storm was too blinding for anyone to drive. "Well, as long as electricity is there, I have no complaints", Gwen exclaimed as she started to go to her room. Just as she was about to open her bedroom door, a figure appeared behind her. The figure pushed her against the wall and held her there. "Let me go, or you'll regret it !", Gwen yelled thinking it was some regular thief.

As the figure moved his head from the shadows do light fell on him, Gwen exclamied ,"Ben?! What are you doing here? I thought you were at your home", Gwen said, but Ben paid her no heed, and started to tug at her skirt. "Ben what are you doing? Say something!", She said, but Ben just took of her skirt. He quickly removed her panties before she could protest. "Ben not now. There has to be a certain time to do this .You can't just waltz in whenever you need a release.", Gwen scolded, but Ben ignored her, and fished out his cock.

He quickly sheathed his cock with her pussy, and she moaned in pleasure . "Seriously, *ah*, Ben, for 1 *ah* sec, you really scared *ah* me", Gwen managed to say as Ben thrusted into her. She tried to wrap her arms around him, but he just shrugged her off. " What has gotten into you Ben! You are acting wierd", Gwen said suspiciously. Finally Ben spoke,"Shut up and just take it bitch",he yelled.

"Ben. Are you really Ben?!", Gwen asked, but that moment he came inside her, causing her to come as well. Ben then withdrew himself and pulled back, causing her to collapse on the floor. Ben then smirked and tapped his watch . "Subject has been corrupted . 'Indication' has been commenced", Ben said over his watch. "You're not Ben. Who are you? What do you mean by corrupted? What did you do to me?!", Gwen yelled, but Ben just jumped from her window, transformed into Jetray, and flew off.

"I have to alert Kevin and Julie.", Gwen said, and started to get up to rush to her phone. But then her pupils went pink, and somehow she felt herself losing all rationality.

"What did he do to me?", Gwen exclaimed loudly.


	12. Phase 1:Gwen Tennyson

**So this one potrays Gwen struggling with her problem. If you are a Bwen fan, please skip it. Also I will re-establish Been after this chapter so pls don't kill me thinking I broke them up, cuz I didn't. It's just part of a bigger plan.**

 _Gwen Tennyson's household in the morning_

Gwen woke up and rubbed her eyes. Her head felt heavy and she couldn't remember the events of last night, but she remembered it involved Ben. "I'll talk to him in school today", She thought and quickly got dressed for school. Her parents had returned home last night, but were very tired and were still sleeping. Gwen packed her bag and lunch, and head off to school without disturbing them.

* * *

 _Bellwood High_

"But I was at home the whole time after we got back from the pool",Ben replied when Gwen asked him. "Really? Well i don't remember much about last night, but just had a feeling you had something to do about it", Gwen said, worried. "Hey it's okay. I think you were just overexhausted and probably went straight to bed.", Ben said, trying to cheer her up. "Maybe you are right. I guess I'm just overimagining things now that Tetrax gave you such an ominous warning", Gwen said. They then both returned to their respective classrooms as the bell rang.

In the 2nd period, Gwen's class had a surprise test on Thermodynamics. Normally Gwen was able to solve such easy papers, but today something was clouding her mind, making her thoughts fuzzy. She couldn't think straight, and time was running out. As the other students got up to submit their papers, Gwen had yet to answer all the questions, and was chewing her own nervously . " _What am I doing? I should have finished this paper an hour ago. Instead my answer sheet is still completely blank. I am not able to think straight!",_ She thought frantically. As the lunch bell rang, the teacher rounded up all remaining papers , including Gwen's. "Oh no, I think I'm gonna fail!", Gwen said to herself. As everyone headed out for the break, Gwen slowly walked out of the classroom, wondering what happened to her .

She then figured she should have a talk with her chemistry professor about the test. She knocked on the staff room door, and he asked her to come in. She entered and saw that only her chemistry teacher was sitting there. "Um hello Professor Brown", Gwen said to him. "Ms. Tennyson. As you can see I am busy checking your class's question papers, so please say whatever you have to quickly", he said. "Sure sure. Um you see, during today's test, I wasn't feeling well...", She was cutoff by him, "...and you want a retest. I must inform you that a lot of students didn't study for the test and so they all weren't 'feeling well', so there isn't gonna be retest",he said, and returned to his paperwork.

Gwen started to walk away, upset. Suddenly, her eyes once again went pink, and she started to lose control. She staggered and grabbed a chair for support. "Ms. Tennyson, are you alright?", Professor Brown asked . Gwen then smiled and turned around,"Of course Professor I am fine. Don't I like alright to you?",she said seductively. She pulled at her collar to expose some of her bra. "That's ...um fine I guess. You can go now",he stammered. "You really want me to go?", Gwen said moving towards him. "I...I..yes, you should leave!", He said nervously.

"I want to leave ,but you see my parents will be really upset if they found out about my test", she said sitting on his desk . "Umm..yeah that would be ...bad", the professor stammered, as Gwen crossed her legs. "Now, you wouldn't want a nice girl like me to be _punished",_ she said sultrily. "Of cour...of course not...", He mananged to say. "Then you know what you have to do, prof?", She asked. "But..but it's against school rules"he said.

"I know it's a _hard_ decision for you, but I think I can make it easier for you", she said, and parted her legs. The professor could see her brown lace panties, and it started affecting the part between his legs. "My my professor, you are really naughty, aren't you?",Gwen said noticing the bulge. He covered it with his hands,"This...is unlike you...Ms Tennyson". "Please sir, call me Gwen", she leaned in and whispered it in his ear. The professor was excercising extreme amounts of self control, but Gwen was just making it harder.

"Please leave...Gwen", he said ,hoping she would go. "Like I said, you need to me a favour", she said. "Of course, of course. Since you are a good student, I'll just mark you unwell for the test", he said quickly. "Oh thank you professor!", Gwen was elated. "Since you did me a favour, I owe one to you, and I promise to do _anything to repay you"_ , she said the last few words with more intensity, causing the professor to almost pop in his pants. Gwen then got off the desk and walked away, intentionally swaying her hips for him to see. "Damn. What just happened to me?", The professor wondered, unknown to the fact that Gwen was thinking the same thing outside.

"I can't remember what I did, but somehow the professor has accepted my request", Gwen pondered. The bell rang, and she had to go back to class.

* * *

 _Bellwood High, the next day_

"...and so using Le Chatlier's principle, we can solve this question easily", Professor Brown stated and solved the said question on the board. "Any questions?",he asked, and turned to see few of the hands risen up. He moved his head figuring out who to address first, and then he saw Gwen had the last bench. She was tugging at her collar and taking the top of her pen in her mouth. She gazed at him hungrily, and started to lick the tip of her pen. The professor felt uncomfortable so he quickly ended the class. As the students dispersed, he called Gwen to him. "Ms Tennyson,,,"he started but Gwen cut him off,"Didn't I tell you to call me Gwen". He cleared his throat and said"Gwen, lately you have been behaving in a certain manner, and it really puts me off. So I need you to stop". "What do you mean? I am just like before", she said, pretending to be innocent.

"Oh cut the crap!",he said slamming his fist on the table"I'm married and have 2 kids. My daughter is about your age!". "I believe marriages can be tough at times. Ugly fights, family drama, etc. etc.",Gwen said,"Now I just wanna help you the way you helped me. I am just offering to help release some of your tension. That way I can pay you back". "There is no need for you to pay me back!",he yelled. "Ok ok. Geez, you don't have to yell"she said. She picked up her bag and began to leave.

She turned back to him"But remember that if you ever feel tensed, I'll help you with everything I have", she said and walked out of the room. The professor wiped his brow and hoped that time would never come.

* * *

Over the days, the professor couldn't help but stare at Gwen whenver he had the chance. During class, he would mostly ask her to answer questions so he can watch her ass wiggle when she comes to the board. He followed her during the lunch periods, feeling strangely attracted to her. Gwen had noticed all this, and secretly smirked to herself. She knew it wasn't long till something happens. But sometimes, the original Gwen would resurface, and would feel wierd when she saw her teacher acting like a creep. She didn't know what was going on in her life, as the fuzzy memories grew longer and longer. It was like she would wake up for school, and then find herself in the school yard after school had ended. She was a little frightened at this, but instead of sitting down and crying she decided to use her new spellbook to solve this predicament. But till she found a cure, her relapses only grew more and more longer. She just prayed she didn't do anything bad during that time.

Back with Professor Brown, he was at his limit trying to control his urges. Gwen's words came true, as he faced marital problems at home. His wife never did it with him anymore, so he couldn't satisfy his urges. He thought that he would just go crazy with lust, and then he noticed Gwen walk past his office. He quickly exited from his office and followed her. "I must get her to satisfy me.",he muttered to himself, and continued walking stealthily. He then saw her enter the cafeteria. He ran and caught up with her. "Gwen, I need your help", he said panting, and Gwen(who was herself at that time),asked"What can I help you with Professor?". "Come with me to the office", he grabbed her hand and took her to the office. Gwen was surprised by this, and wondered if she was in trouble. As soon as they entered the office, her pupils went pink again. As the profesor locked the door, she sat on his desk. "Well, well, well. Finally being honest huh?", she asked. The professor grinned, and lunged towards her. He tugged at her skirt and unzipped it from behind. As soon as it was off, he pushed her legs apart, and kissed her pussy through her panties.

"Oh god, You are making me wet", she moaned, and it turned him on. He kissed her sex and lapped up her juices flowing out. He started to move upwards and pulled off her blue sweater. He unbuttoned her shirt, and clawed at her brown bra. She pushed him away, and took it off herself. He then grabbed her breasts and played with them. He moved in to kiss her, but she moved her mouth away. "Sorry. No kissing". He was about to protest, but she grabbed his head and put it between her breasts. He happily sucked her nipples while she moaned. After some time, she pushed him off so he landed in his chair. She then lowered herself to his pants, and unipped it, and his large cock hit her in the face. "What the..", she was awestruck at his size. "Oh yeah, how do you like my monster?", he asked.

"Oh please, I have seen bigger", she lied, and took it in her mouth. She licked all over the tip, and moved her head up and down his length. He threw his head back, and she bobbed her head faster. She fondled his balls with her toungue, and he announced that he was close. Just as he was about to cum, she removed her mouth and moved away, so all his cum fell on the carpet."Hey, no i have got to clean up", he complained. She then got dressed and was about to leave. "Hey, but we haven't got to the main course yet", he whined. "Sorry prof. I made you cum, and so I settled our favours. Goodbye", she said smirking, and walked out of the room. "Damn that bitch. I'm gonna get her to do it with me", he muttered, and smiled, anticipating what was gonna happen to them next.

* * *

Over the next few days, Gwen's other personality took most of the control during school, and Gwen could only spend time finding a cure at night. She wasn't getting any close to finding it, and was really worried about what would happen to her during school...


	13. The Cure

**Not to confuse, I will use the term Original Gwen for the one which the name implies and Gwen for her 'other' personality. This chapter will end Phase 1(hopefully).**

 _Bellwood High_

"C Minus!", Gwen exclaimed. "Oh it's not that bad Gwen. You just need to work harder in chemistry", said Emily, who got an A plus. " _But it had gone pretty well at that time. I believe she should've scrored higher. Something is not right",_ Gwen thought to herself. "Shoot, I should be in Maths class be right now", Emily said checking her watch. She pressed the button on her wheelchair, and rushed to the classroom. "I need to do something about this", Gwen said looking at her paper.

Gwen slammed the door of the office, and walked in angrily. Professor Brown was clearing some doubts of the junior students, but seeing Gwen's angry face, he dismissed them. "Well?"he asked her after they left. She held up her paper,"What the hell?!", She yelled at him. "Sorry, but I believe it's a reasonable grade for such a poor performance",he stated simply. She wanted to punch him right there, but stayed composed,"It can't be. I gave all correct answers", she said. "Let me explain. Many of your answers lack proper working, and neatness is an issue with you",he said cooly.

"I admit some of my writing is bad, but I had such little time for the paper. You can't just give me such a bad grade on that", she said. He shrugged,"Can't I now?". "You piece of shit! I'm gonna complain to the principal", she said walking away. He grabbed her hand, stopping her "The Principal has gone abroad for some urgent business. So there is no way for you to get your redressal. Unless ...", He smirked. "Well?", Gwen asked, cocking an eyebrow.

He pulled her so her back was facing him. He buried his face in her hair and sniffed it. "Ew. Get away creep!", Gwen shouted in disgust. He then kissed along her arm to her hand, where he took her fingers in his mouth. He sucked at them, and Gwen was about to vomit with disgust. She managed to pull away from him, and said,"You are in big trouble , for I know karate". "You can punch me if you want, but it won't increase your grade" he said grinning. "Damn you", Gwen muttered. "We both know what the only way out of this is", he said.

The professor then pulled her into his arms, and kissed her neck. He moved his hand under her shirt to massage her breast. "I want you, now!",he said with excitement, and hoisted her up. She wrapped her legs around him to keep herself from falling, and he impatiently laid her down on the table, licking her neck hungrily. " _Why can't I resist her? Its like I'm totally obsessed with her",_ the professor thought to himself. He quickly removed her skirt and panties, and she tried to cover it with her hands, but he easily pushed them away. He kissed all along her leg, and reached to her pussy. He flicked his toungue over it, and a moan escaped Gwen's lips. Professor Brown decided to quickly get down to business, or Gwen may change her mind.

He unbuckled his pants and fished out his cock. He rubbed it with her pussy, and finally put it in. His manhood was massive, so Gwen found it difficult to adjust. But when it got in, she felt a feeling of pure ecstacy that she had never experienced before. All her restraints were gone when the professor started to move inside her. He moved in to kiss her, and this time she responded by kissing back. They swirled their tongues over each other's, and broke apart so Gwen can remove her blue sweater. She started to unbutton her shirt, but Professor Brown just ripped it off . She was in too much pleasure to care, and the professor moved harder against her. The table started to shake, and she grabbed onto his back.

He pulled one cup of her bra down, and sucked on the nipple, hardening it even more. She moaned loudly, and he kissed her to quiet her down. They kept fucking for ten minutes, and Gwen was near her release. Her pussy walls clenched around him, and the sudden contraction caused the professor to cum as well. He _released_ spurt after spurt in her, mixing it with her own juices. Gwen then cried out, and he removed himself and got up. "We...we didn't ...use protection", Gwen managed to say. "Yeah sorry about that. I will be careful next time honey", he replied. " _Next Time?",_ Gwen thought.

"In the meantime, you have earned your A+, Ms Tennyson", he said handing her the rechecked paper. "I hope you will continue to work hard, Ms Tennyson", the professor said as she left the room. "It was wrong, yet it felt so amazing. But what will I say to Ben now?", Gwen muttered to herself. Just then Emily came rushing on her wheelchair towards her. "Hey Gwen! What were you doing in Brown's room?", She asked. A chill ran up Gwen's spine, "N...No..Nothing", she stammered. "Oh I know what you did", Emily said cooly. "You do?", A bead of sweat trickled down her face.

Emily snatched the paper from her, and said,"I knew you went there to get your marks upgraded. Congrats, I believe you deserve it. The professor doesn't know how to check papers". Gwen heaved a sigh a relief, and Emily continued,"Hey did you check out the election candidates list? I heard your cousin was running for Student Body President". "Really? I never thought Ben would be interested in the council", a surprised Gwen said. "Yeah well, his huge fan base makes it easy for him to win. Practically everybody is gonna vote for him. Cash has got no chance now". "Wait, Cash is running against him?", Gwen asked. "Girl, you really need socialize more . You are on Instagram right?",she asked.

"Of course", Gwen said rolling her eyes. "Ok then. Talk to you later",Emily said as she wheeled away. "Bye!", Gwen waved, and went on her way to class.

* * *

These few days, Original Gwen was getting no clue as to how to reverse this condition, but she did notice a few changes in her body. She wanted to tell Ben about this, but she wasn't sure if it was him or someone else. Her parents would freak out if they came to know this, and Kevin and Julie had gone on a small mission with Paradox. She had no one to contact at night, and instead of finding a cure, decided to learn about the origin of this condition, and who was the person impersonating Ben. She need to get out of this quickly, for this might be the thing Tetrax warned about.

* * *

 _Bellwood High_

Gwen's class was scheduled to watch a documentary for the chemistry practicals today. All the students had been seated in the auditorium, and Emily was searching for Gwen, but couldn't find her anywhere.

 _Back in the classroom_

Professor Brown threw his head back in pleasure, as Gwen engulfed his manhood completely. He held her head tightly, and rapidly face fucked her. The more she cups his balls, the harder his organ becomes. Her ministrations eventually caused him to reach the limit, and he came gushing in her mouth. There was too much in her mouth, and she had to swallow it. She soon recovered, and lay there benath his chair. "Now, show what you have worn for me today", the professor ordered.

"But I will miss my documentary", she said, hoping to get out of this. "Don't worry. I'll explain the topic to you in private", he grinned. She then got up, and removed her top and pants. The professor's eyes popped when he saw her in a sexy silk green bra and matching thong. His manhood grew fully erect at the sight of her, and she was stunned by this. She slowly walked to him, but he impatiently grabbed her and placed her in her lap.

She started to unbutton his shirt while he ground his cock against her thong. He quickly pulled her crotch part aside, but she got off him. "You said you would...", She started to say, but he got her meaning midway. He threw upon his wallet to grab a condom, and quickly rolled it over himself. He motioned for her to come near, and she sat down on his cock. The moment it went inside her, she threw her head back from the pleasure, and the professor then took advantage and kissed her neck all over.

She bounced her hips against his, and he grabbed her bouncing ass. He pushed his cock up when she moved down, and continued moving rhythmically. After few moments, they both came, and Gwen slumped against him tired. "You know Gwen,*pant*, you really*pant* have the hottest *pant* body I have ever seen", he whispered in her ear. "As long as you keep serving me satisfactorily, I will make sure you get the highest grades in the whole school", he promised.

* * *

As days passed, Gwen kept feeling hornier and hornier for the professor. They did it whenever they had the chance. During the break, they would go to the roof to fuck. Whenever Gwen went out of the classroom with the pretext of going to the washroom, they would have a quickie in one of the stalls. Gwen had started to wear more and more sexy underwear over the days, which made Professor Brown even more active during their sessions.

The period bell rang, and everybody rushed out of the class. Emily sadly came out on her wheelchair in the end, for she had not talked to Gwen for many days now. She could only wonder what Gwen did in all this time.

 _The Professor's Office_

Gwen and Brown had just finished another tryst, and she lying on top of him. As she got up with his cum covering her, he told her,"I think we are due for a tutoring lesson Ms Tennyson. So I am gonna pay a visit to you tomorrow". She nodded and he pulled her in a deep kiss, and did not notice her eyes going pink. Every time they did it, Gwen's eyes got even more pink, but he never noticed.

 _The next day, Gwen's house_

The professor came up to the door and knocked, expecting one of her parents to answer. Instead, Gwen came to the door in a sexy red bathrobe. He quickly got in, and she shut the door. "What about your parents?"he asked. "They have gone to Grandpa's for the weekend, so we have the house to ourselves for two days",she replied. He grinned, and lunged at her. He grabbed her, and pressed her against the wall. He kissed her neck hungrily, while she whispered in his ear"Let's go to my bedroom". He gladly carried her up to the bedroom, and threw her on the bed. He quickly undressed himself, while she took off her bathrobe. He jumped in the bed with her.

"Oh Gwen, I never get tired of your young nubile body",he said, tracing her body with his finger. "You're not so bad yourself",she said, tracing his abs. He then made out with her, and pushed himself in her. They fucked so hard it made the whole bed shake. After sometime, he removed himself from her, and flipped her. He quickly inserted his cock in her ass, and kissed all along her back. She came with all this pleasure , and he pulled out to release his cum all over her body."Hey! Now I have to take a shower", she complained. He grinned at her"Let me help you with that".

Minutes later, in the shower, Gwen was pushed against the glass wall with Professor's cock buried deep inside her . He sucked at her boobs, and with the water flowing on them, it made it even more hotter. "Oh baby! Harder", Gwen moaned and he compiled. She moved his head up to kiss him, and they made out passionately. His toned chest was pressed against her hard nipples.

Soon, after they had finsihed, they were both sleeping on the bed, with Gwen snuggled up against his chest. At around 1am, Gwen suddenly woke up , and her pupils flashed back. Original Gwen then got up from the bed and checked her watch. "1am!", She exclaimed, and the Professor behind her stirred . She then turned around to see her chemistry teacher lying in her bed naked. She then looked in the mirror to see herself also naked. She quickly grabbed a bra and panties and got out of the room. "Oh my god! What have I been doing?"Original Gwen exclaimed in shock.

She then went to her secret room behind the grandfather clock, where she practices her spells every night. The benefit of gaining control at night was that Original Gwen had practiced a lot of the spells in the new spellbook, and was becoming quite a adept. Yet she couldn't find a cure for this condition. But what she discovered today was just crossing the line. She decided what she has to do

 _Ben's House, in his bedroom_

Ben slowly opened his eyes, and found his hands bound in mana handcuffs. "Hey, what the...", He started to say, and Gwen appeared before him. "Gwen! Why have you bound me here?" He asked, desperately trying to get out of them. "Just shut up for a second Ben", Gwen commanded and he stopped. She then cast a spell which seemed gibberish to Ben. Suddenly Ben's body radiated in a pink colour. "Now 'Ben', I'd like to know who you are" She said, and Ben promptly replied"Benjamin Kirby Tennyson", and got surprised as to why he said that. "What were you doing on the night of Tetrax's arrival?", She demanded . "No...no..", he tried to keep his mouth shut.

Gwen was convinced that he wasn't Ben, and was about to obliterate him, but Ben then blurted out,"I was ..I ...I was playing with the bra you gave me on my birthday!". Both Gwen and Ben were dumbstruck, and Ben hung his head in embarrassment while Gwen began to laugh. "Happy now?", Ben scowled at her while she laughed with tears in her eyes. When she finally stopped, she said,"You are Ben alright. So I need your help".

* * *

"Wait wait wait. This is so trippy. You are telling me that you have a Jekyll and Hyde condition, only that original you comes out at night, while fake you is you at day", Ben said. "Thank god you have atleast read Dr Jekyll and Mr Hyde", Gwen said breathing a sigh of relief. "I don't understand. Why was professor Brown at your home?"Ben asked. "Um...I found him naked in my bed", Gwen said nervously. "Wait , don't tell me you...", Ben's eyes widened, and Gwen looked away in shame. "I'm sorry", she said sadly, but Ben comforted her "Hey it wasn't you. Someone did this to you and I'm gonna find who", Ben vowed, and Gwen looked at him hopefully. They then kissed deeply and after some time Gwen broke away . "We have to hurry. It almost 4 in the morning and I black out usually at this time", she said. " But if we can't reverse your condition, then we'll have to find the person who did this", Ben said,"But that would like looking for a needle in a haystack. How are we supposed to find them". Gwen just shook her head,"I don't know Ben. Please do whatever you can. I think I have to get back now", she said, and teleported herself back to her room .

 _Gwen's room,6 am_

Professor Brown rubbed his eyes and got up yawning. He then smiled and looked beside him, but didn't see Gwen there. "Where is she?", He muttered and got dressed. As he entered the kitchen, he saw Gwen in nothing but an apron, cooking food. "Morning handsome ", she smiled at him, as he walked up to her, and wrapped his arms around her from behind. "I cooked a whole buffet. Eggs, bacon, whatever you want", she said turning to him. "Hmm, I think I have made up my mind", he smiled at her, and she felt his morning glory poke her at her thigh. They moved in to kiss, but the doorbell rang, interrupting them. They both cursed silently ,and the professor went to answer the door, while Gwen quickly dressed.

As Gwen finished with her clothing, Professor Brown returned to the kitchen. "Who was it?", She inquired , and he replied,"Just a girl scout looking for business. Now where were we?", And he grabbed her by the waist. "Does your family knows you're here?", She asked as he licked her neck. "I told them I had to go run some errands for the school, now that the Principal is away at work.", He said.

 _Meanwhile, outside Gwen's house,_

"Thanks Angelina. Here's your autograph", Ben said to the girl scout, as she happily walked away. Ben wanted to make sure it was really professor Brown at Gwen's house, and so had sent the girl scout, so he can check. Now that he was sure, all he needed was a plan. Either he had to seperate Gwen and the Professor, or he can look for the person who did this. "I'm sure Paradox must've returned from his mission by now. I can use Kevin and Julie's help too", he muttered and quickly contacted Paradox from his watch.

Paradox's face appeared on the watch, and he said,"Ben, it's not a great time to call". "What happened Professor?", Ben asked. "It's just...it's not my secret to tell", he said. "Professor are Kevin and Julie with you?", He asked, but instead of replying Paradox just asked Ben why he called. Ben hesitated, wanting to know more about his friends, but he thought that helping Gwen should be the priority. "Professor I need you to send me back in the past. I won't interfere with anything. I just have to find out about something", Ben said and Paradox sighed. "If things weren't so upside down right now, I would've argued with you . But for now, I'm trusting you Ben. Don't mess up anything", he warned, and took out his pocket watch. He then teleported himself to Ben's location, and handed him the watch. "I've configured it for 2 time jumps only. You can only go back in the past and come back to the present. Be careful", he said and vanished.

Ben then set the time on the watch, and activated it. Suddenly, he disappeared in bright white light.

 _At the night of Tetrax's arrival , where it all started_

Ben could see a figure jump out of Gwen's window , and transformed into something and flew away. Been then activated his watch and turned into Bigchill to follow the figure. He flew stealthily, trying to keep up with the figure, which was moving at unbelievable speeds. " _Should've chosen Jetray",_ Ben thought, but then he saw the figure land down at an old abandoned mine. Been, as Bigchill, also flew down and hid behind a tree as he turned back human. He saw the creature also turn back human, just like him, and he walked into the mine.

Ben then turned into Nanomech and followed the figure in the mine. The mine was brightly lit form the inside , and he could see the figure from the back. With white hair and red jacket, Ben was shocked as he recognized who the figure was. He then saw another figure, a woman appear from the shadows. " _Albedo, and Charmcaster?!",_ Ben was taken aback to see them together. He saw as Albedo grabbed Charmcaster by the waist and kissed her. She then pulled back to ask,"Is it done?". Albedo then smiled, and she grew delighted "Finally!". "Now it's your turn babe", Albedo said, and Charmcaster nodded,"I will see to it that Phase 2 is completed duly".

"What is 'Phase 2'?", Ben muttered, and quickly hid behind a rock, wondering whether they heard him. Now he knew Albedo had done something to Gwen with the help of Charmcaster. He decided to quickly defeat the both of them and get them to reverse Gwen's condition. He then turned back to see that they were both gone already. "Damn it!",Ben punched a wall. "Look who's here", a voice behind him said, and he turned back to see Charmcaster and Negative Swampfire looking down on him. Ben quickly crawled back, and reched out his arm to hit his watch, it Charmcaster stopped him using her Mana hands.

"You have to cure Gwen, or I'll ...", Ben started to say, but Negative Swampfire cut him off,"Or what? You can't stop us Tennyson, not by yourself anyway". Ben gritted his teeth, as Charmcaster tied his hands with Mana handcuffs. "You don't know anything about what his going to happen Ben. Your cousin is just a small issue compared to our plans", Charmcaster said. "Yeah yeah. You two are gonna take over the world or destroy it. Cliché ", Ben said. They both chuckled and Albedo said,"Oh Tennyson, ever the optimist. If only it was that simple. Also, we are not the only ones who are going to do this". "What? There are more of you!?", Ben was shocked.

"Not right now Ben, you will find out when it's time", Charmcaster said. "I think we should be leaving now ", Albedo said, but Ben cut him off,"There is just one little problem". "What's that ?" ,they asked.

Suddenly they were blinded by green light, as Ultimate Spidermonkey pummeled them to the ground. "Next time, make sure my hands aren't very close to each other. Now, you gonna give me the cure or I'm gonna have to punch you both first?", He asked. They both then looked at each other and gulped.

 _Meanwhile,Back in the present, Gwen's house_

"That was just amazing", Gwen panted, as she rolled of him and laid down on the floor. "Oh yeah",Professor Brown exclaimed, as Gwen snuggled up to his chest. "My parents will come back at night .You'll have to go till then", Gwen said sadly as he played with her locks. "Don't worry baby. We can still meet at school", he said, and Gwen moved up to kiss him. She felt his throbbing manhood rise again, and she smirked against his mouth. "Ready for round 2?", She asked as she lowered her hand to his penis.

He rolled them over so she was lying on her stomach. He peppered kisses along her back , and she arched her back in pleasure. He pushed his cock in her ass , which still was tight fit for her. She stood up on all fours, and they fucked doggy style. "You have got an amazing ass Gwen!", The professor exclaimed, and thrusted harder against her. She soon came, but he wasn't yet. He flipped her again, and his cock faced her pussy. "No protection?", Gwen asked panting.

"Just one time baby, please?", He asked. She hesitated, but when he pushed into her, she moaned loudly, and wrapped her legs around his butt. He plowed into her with full strength , and she felt as if she was seeing stars. The pleasure pushed them over the edge, and they released their cum together. He fell down on her, and rolled over to her side. She got up to wear her clothes, and said,"Too bad you're married. Otherwise we could've done this every day". "Well, in my defense, I didn't know such a sexy woman such as you existed.", He said and she smiled.

 _Gwen's room, at midnight_

Gwen couldn't sleep, as she couldn't stop thinking about Professor Brown. "Why am I so addicted to his cock?", She muttered. She was really upset when he left after thier tryst, and her parents had returned. Suddenly, she felt her eyes glow again, and she was turned back into Original Gwen. Original Gwen then wasted no time and teleported herself into Ben's room.

"Whoa !", been was surprised and he fell down on the floor. "Sorry", Gwen apologized ."Next time please just watch where you're teleporting", Been said getting up. "Have you found a way to reverse this problem?", She asked, and he nodded sadly. She was delighted, and hugged him, but he pulled away. "What's the matter?", She asked worried. "I'm sorry Gwen. I did get the cure, but...", He trailed off. "But what Ben? Tell me", she demanded. He explained her how he went to the past, and fought Albedo and Charmcaster. Gwen was surprised just as he was before. "What they did was basically increasing your lust, and dampened your ability to think rationally at times. This resulted in a new personality, which got into the relationship with the professor.", He explained,"The problem now is that it cannot be fully reversed". "What ?!", She exclamied. "Calm down! It would eradicate the other personality forever, and you will regain the memories of what all she did. But sometimes over the days, you will experience an escalation in your emotional levels. You would tend to get more angrier, sadder or hornier.", He said sadly, and she looked at him in shock. "Even though this is better than having an alter ego, I still can't have an overdrive of emotions when I least expect", she held her head.

"I'm sorry Gwen", he said, trying to comfort her. "No Ben! I'm the one who is sorry", she said , slapping his hand away. "But I tried my best", he protested. "But what if I end up killing someone in my anger or fucking some random guy. Would you like that?", She asked angrily. Ben then tried to call her down,"I know that is painful, and so we would have to be careful that during your outbursts nobody gets hurt".

"But you will be busy in student elections. How will you keep an eye on me all the time?", She asked sadly. "I will try me best Gwen. Charmcaster said that it would wear off in a few weeks at least", he said ,"I am sorry". "Don't apologise. It wasn't your fault", she leaned in to kiss him. He gently caressed her face as they kissed. She then pulled her top over her head, while Ben removed his jacket. As she sat in a bra and panties, he removed the last of his clothing , and moved in to kiss her.

He gently laid her down on the bed, while kissing at the same time. He then pulled her panties aside and gently thrust into her. She winced at the long lost freeing of him entering her, and he gasped at the forgotten feeling of her warmth around him. This was different from the fucking they usually engaged in, for now a feeling of love had been born inside both of them.

She scratched his back with her nails, but he endured it all. She lovingly kissed him, as they moved against each other. As they were lost in their blissful state, they forget all concepts of time. "I love you Ben", she whispered in his ear, which caused him to erupt inside her. She followed him, and they laid down on his bed. "I love you too, Gwen ",he said to her, and they once again kissed. After some time, they both slept with their arms around each other.

Suddenly Gwen's eyes opened. They glowed pink again, as Gwen smiled and once again went to sleep.


	14. The Conclusion

_The next morning,_ _ Bel_ _lwood_ _High_

"What did you do about Professor Brown? ", Ben asked her. "I found a short term brainwashing spell in the spell book . It's in the forbidden category, but I had to use it since things were so bad.", She said,"I swear that when I find Albedo and Charmcaster, I will really give them an epic smackdown for getting me into this mess". "Well gotta go. Council business", he said to her, and she kissed him goodbye. "Gwen ! Someone could see", he scolded. "That never stopped you, did it?", She smiled and he then went his way.

 _Gwen's classroom_

"...and done", Gwen exclaimed as finished her assignment and submitted it to the invigilator. "Hoping full marks again Gwen?", Emily asked and she replied ,"Nah. I didn't know the answer to that complex number problem", she said. "You are such an idiot !", They heard someone tell at the back. They turned around to see Cash bullying some kid . "You nerd, why did you have to rat to the teacher that I was cheating?", He said grabbing his collar.

"Let him go, you jerk", Gwen said to Cash. He turned to her and said,"Oh look. It's mister celebrity's little cousin". "Oh yeah, after I beat you to the ground, you will wish Ben was the one you picked a fight with", she said glaring at him . "I'm not scared of some nerd girl", he said,"You only act bold because Kevin Levin is your boyfriend"he said.

"Like I said, I am more than capable of taking you on myself", Gwen challenged him. "Whatever, I don't fight girls anyway", he said and walked off. Emily high fived Gwen,"Nice going Gwen". The nerd boy thanked them and left the class. "It does feel nice to be a hero", Gwen then said happily.

* * *

During lunch break, Gwen went to the washroom to wash her hands. On the way, she saw Cash sobbing, sitting on the bench. "Hey , what happened to you?", She said walking up to him. He looked up, and angrily yelled at her,"You bitch! You ruined my life. That stupid nerd rattled to the whole school that I was scared of Gwen Tennyson, and now everybody I find laughs at me. Even JT". "I'm ...I'm sorry. I didn't mean for it to happen", she apologized.

"But it did happen, and it's all your fault!", He shouted angrily. Suddenly, Gwen felt a strange sensation in her body. " _Oh no! Please not now ",_ she screamed in her head, as the she started feeling more hornier. She then looked around and saw no one except Cash there. "Hey Cash! I know I did you wrong. So I wanna make up for it", she said, and Cash looked up at her. He got up and said,"What can you possibly do? I don't need your pity". He then turned to walk away, but Gwen grabbed his hand,"Wait. I'm sure you will love it", she said smiling.

* * *

After around half an hour, Gwen and Cash came out of the washroom. Gwen tied her messy hair in a ponytail, while Cash fixed his shirt. "So...", Cash started to say, but Gwen cut him off,"Shut it, loser. It was nothing serious", and she walked off with Cash just scratching his head. "Wow, I thought this was a bad thing. But I can see how fun it is to be like this", Gwen happily muttered to herself .

Over the next few days, Gwen's personality underwent a massive change . She went from being a nerd to school celebrity. She started to wear revealing dresses, always let her hair loose, and was insanely popular on social media. This resulted in her making more friends, and she actively participated in co-curricular competitions. Ben , who was himself working for his upcoming election as Class President, often noticed her during these times, but never got a chance to talk to her. At home, he tried to call her, but she never picked up, and Ben just grew sadder. He heard Kevin and Julie had returned, but Kevin seemed distant to him, and Julie had taken a few days off from school. Ben began to wonder, how everything was changing around him, and for the worse. "Is this really just normal, or is it the consequence of Albedo and Charmcaster", he muttered to himself as he looked out the window. "They said they were not alone, and that it's wasn't over. What could it mean?", He said as he saw dark clouds approaching .

* * *

 _Bellwood High_

It was the day when all candidates for student elections had to give a speech explaining their ideas about the school council. Ben had prepared a nice speech, but he was sad Gwen didn't have time to help him.

When he walked up to the stage, everyone started cheering at him, for his secret being out gave him huge fame at school. He waved at them, and then started his speech. During the time he spoke, he occasionally looked up at the crowd, to search for Gwen. But to his dismay, he didn't find her anywhere. As Ben walked down the stage, people applauded him, but inside he was being filled with sadness. He decided to look for her, and quietly slipped out from between the crowd.

* * *

 _Inside the janitor's closet_

"Don't you think it's a little too small?", Cash said as Gwen took off her bra. "All the classrooms are locked, and everyone is present at the auditorium. You have a better place than this?", Gwen replied as Cash flliped her and hoisted her skirt up. He thrusted into her, and continued for two minutes. He thought it was getting awkward, so he tried to make conversation,"So,umm...how was your day?" . "We're not a couple, so I don't have to tell you about my life. Is that clear?", She snapped at him.

"But you are fucking me", Cash said, and Gwen pushed him, so he hit the wall. She put her hands on the wall, on either side of his head. "Look buster, I am only doing this, cuz all the good looking guys are taken. Plus they are comitted, so they won't have sex with me. Thus, you are the only option. But don't think for a second that I 'need' you", Gwen said.

"Then why don't we date? I mean, I am little athelitic, being part of the baseball home team, you know", he proudly said, but she wasn't impressed. "Come on Cash, we both know you just want me as a girlfriend to increase your status, as well as piss off Ben by dating his cousin", Gwen scoffed, and exited the closet. "Damn it!", Cash slammed his fist at the wall,"Should've said this after she took care of my boner"

* * *

Gwen walked through the hallway, typing at her phone. Ben then came there and saw her. "Hey", he said, and she looked up, and went back to typing on her phone. "Umm...so what you doing?", He asked, and she said, "Just replying to a compliment Julie gave me on Instagram".

"Why didn't you come to the auditorium to hear my speech? The whole school's there", Ben asked, and she casually said, "Oh was it today? I forgot, sorry", and started to walk away, still engaged with her phone.

Ben stared at her in shock,"B..B...But, how could you be so casual about it?". "Stop it Ben. I have better things to do", she replied coldly, and his heart sank. "No, it's the cure I gave her. It should wear off soon. This isn't Gwen", he reassured himself out loud, and Gwen spun back to answer him, "This had nothing to do with that. I am now my true self. All that crap about being a hero and saving people, it prevents you from having a normal life. I'm sick of it", she said and walked off, with a horrified Ben looking at her go.

* * *

From that day, everything in Ben's life had changed forever. Julie and Kevin announced that they were an official couple, Gwen hadn't contacted him in weeks, and for the first time in his life, he felt lonely. With all this pressure, Ben decided to move on, and started dating Jeniffer Nocturne. He acted alongside her in some of her teen movies, and ultimately gave up on his hero life.

* * *

 _Bellwood High_

Gwen raised up her hand,"May I go to the washroom miss?". "Hey, but I asked you first miss. Therefore I should be allowed to go first", Cash argued to the teacher. "But I really got to pee, miss", Gwen pleased and Cash interrupted,"Get in the line,Bitch".Miss Hooper sternly told Cash to mind his language, and allowed them both to go together.

Whack! "Ow! What was that for?", Cash rubbed his cheek. "For calling me a bitch in front of the class", Gwen said, and pushed him down on the toilet seat. He unzipped his pants and she took off her panties. She sat down on his length, enveloping it fully. "Ugh...it's gotten bigger", Gwen said that out loud, and Cash smirked. He grab hold of her ass and pushed it up and down his cock. "Hey ,I'm the one calling the shots around here", Gwen protested, and Cash snapped at her,"Not anymore you bitch. If you want to fuck, it's gonna be with my rules!". " _You cheeky little..."_ ,Gwen angrily cursed in her mind, but allowed Cash to grab her ass. " _Holy shit! I can't believe it worked"_ ,Cash thought with glee.

"Now, take off your blouse", he commanded, and she obeyed. He snapped open her bra from behind and threw it over the door. "You idiot! What if someone sees it?",Gwen complained but Cash paid no heed, and claimed her soft breast in his mouth. He suckled them hungrily, for he wanted to do that for a long time. He thrusted hard and fast, eliciting moans from her. "Oh yeah, I'm cumming!", Gwen yelled, and with one more thrust, both of them had their release.

* * *

 _During Recess, in a empty classroom_

"I'm done with you. No more fucking!", Gwen yelled at Cash. "Keep it down bitch. If anybody hears you, it will do your image more damage than mine", Cash said leaning against the wall and rubbing his nails. Gwen then said,"Whatever, we're over now", she started to walk away, but Cash blocked her way. "Oh, so you want this to leak out",Cash said waving his phone. "What do you mean?", She asked and he explained ,"In the washroom, I placed my phone in the corner of the stall, completely out of sight. Oh, and by mistake, I think I left the recorder on". Gwen's eyes widened as realisation dawned on her,"You...You made a video of ...us", she stammered, apprehensively.

"That's right, and if you don't want this to get out, you're gonna do exactly what I tell you to do",he said grinning smugly. Gwen gritted her teeth," _I can just take it out of his hands right now",_ she thought and moved in. She punched him in the stomach and took the phone from him, standing triumphant.

"You...bitch", Cash groaned holding his stomach in pain,"Hehe, your making...a big mistake". He then stood tall, and a starnge dark blue metal started to sprout from his back. Gwen looked in horror as the metal covered his body fully, and Cash stood in front of her in his old techadon suit.

"B..B..but I thought you removed it after it tried to control you", Gwen said, and Cash moved quickly and grabbed his phone back. "I did remove it, but I knew that with alien threats out there, I need some protection too. So I tinkered with the circuits a little, which turned out to be surprisingly easy, and now I have full control", he proudly said. He then transformed back into his human form, and said,"Now, if you ever try that stunt again, I'll let you know that I have a backup in my suit memory, and it can easily be released on social media". Gwen yelled,"I too have powers Cash. I can obliterate you in the blink of an eye", but he stood unfazed,"Try whatever you want. My suit offers Mana protection as well. Now enough chit chat. You are now under my command", he smirked and Gwen looked at him angrily,"Damn you!".

* * *

 _At the Bellwood Mall_

"I can't believe how much of a jerk you are",Gwen cursed, and Cash replied,"Shut it bitch. You are get something really sexy for me. And if anyone asks, we're on a date". Gwen just angrily at him, and tightened her fist trying to control the anger.

They got into a clothing store, and the clerk apologized,"Sorry for the inconvenience. We're under staffed today, so the dressing room isn't supervised". "That's alright", Cash said, and they moved to the women's section. "Now, Gwen I want you to get something which makes me burst in my pants. If you didn't, I'll just have to click a button on my phone", he said ,and Gwen just looked away. "I'll be waiting", he said, and walked to the dressing rooms.

"Why am I stuck with this jerk? I could have so much better than this idiot, but no I had fuck an unknown loser in the washroom",Gwen silently cursed herself as she went through the clothes there. She reluctantly picked some of them and walked to the dressing room, where Cash was sitting on the chair outside the room. "Get inside, and when you are ready, knock 2 times", he ordered, and Gwen got inside the room and locked it.

Cash patiently waited, and to his delight, the knocks came soon enough. He opened the door and quickly entered and locked it. "Now, show me what you...Holy shit!", Cash gazed in awe at Gwen, who was wearing a black bikini. "Nice pick bitch", he commended, and moved in. He pushed her against the wall, grabbed her boobs, and kneaded them. He buried his face in her neck, and kissed all over.

Just then, they heard people talking outside the room. "Oh no. If anyone catches us, we'll be in big trouble", Gwen said in a hushed voice. "Hmm...normally I would have enjoyed fucking you in this situation, but you are right. If someone sees me here with you, it would tarnish my image",Cash said and Gwen rolled her eyes.

"K bitch. Get dressed", he commanded and she started to wear her regular clothes. "Now...",Cash put his hand on the ground and concentrated. Just then, miniature wires begin to sprout from his palm, and went from under the door. Gwen raised an eyebrow, curious as to what he was doing. Suddenly, a small bang was heard, and everybody rushed in the direction of the noise. Cash quickly unlocked the door, grabbed Gwen's hand, and got out of the room and joined the crowd. One of the receptionist's phone had exploded, causing the commotion.

"Are you mad! Someone could've gotten hurt", Gwen complained as they left the store. "But no one did. Besides since when do you start caring for Innocents. I heard your cousin and your little gang have broken up",Cash stated and she looked away. "So, your place or mine?", Cash asked, and she just glared angrily . "Yours it is", he said as they walked out of the mall.

* * *

 _Gwen's house,in the morning_

Gwen got up from the bed,her head feeling heavy. She turned to see Cash sleeping in her bed. They were both naked, and Gwen decided to take a shower.

She turned on the water pressure, and wet her hair. Suddenly, she heard the door open, and just as she turned around, she was pinned against the wall by Cash. He flipped her so her boobs were touching the cold tiled wall. He rubbed his manhood on her ass, and whispered in her ear,"How much do you want me?". Gwen was getting horny as his monster dick rubbed against her rear.

"Answer the question, or you aren't gonna get anything",he said, and quickly said,"I want you so bad!". "Oh Gwen, you are such a slut. Just look at how much of a whore you have become, always begging for a cock",he teased and she gritted her teeth.

He wasted no time in entering her from behind and she wrapped her arms around his neck. He thrusted as the cold water flowed over their bodies. "Oh yes, move your hips more, slut!",he commanded and she compiled. She came sooner than him, but after some time, he let all his sperm in her ass. " _He lets out so much these days",_ Gwen thought as Cash exited the shower.

* * *

 _Some time later, in the kitchen_

Gwen poured herself some milk. Cash had already left. Her parents had decided to go for romantic weekend getaway, and trusted Gwen to look after the house. She fiddled with the cornflakes with a spoon, and sighed. "Why does it always happen? First I cheated on Kevin with Ben. Then I got involved with professor Brown, and now I'm stuck in this mess. Why do I push everyone away from myself? How can I make this right?",she wondered aloud.

A sudden clapping behind her made her stand up with her hands glowing with pink energy. She turned around to see Charmcaster, and immediately threw a Mana projectile on her. She effortlessly stopped it with a finger. "I'm not here to fight",she stated but Gwen didn't seem convinced. "Look , you can shoot me if you want, but hear me out first",she said sadly, and Gwen lowered her hands.

"I know I have done a terrible thing to you, and I have realised my folly. I allied myself with forces I don't fully understand, and now all of your lives are ruined because of me",she said. "Just get to the point!",Gwen said angrily. She was in no mood to hear Charmcaster's pathetic confessions. Charmcaster sighed and said,"The potion I gave you through Albedo...I thought it would say you of all your energy, rendering you powerless, and I would have my revenge...but Vilgax added something to it, changing its effect"

"I didn't want you to end up this way, for deep down I had a respect for you and Ben to get out of such problems together. But Vilgax had planned this from the beginning, and he wanted Ben to get away from his hero life, so he can finally have Ben out of his way",she said and Gwen was just dumbstruck.

"Well, there is nothing we can do now. Vilgax has won. He separated our team forever",Gwen said eating her flakes. "Are you really gonna give up like that?",Charmcaster asked in disbelief. "Look, there is nothing I can do to stop him. My life has been changed forever, thanks to you. And now you are pointing at me to do the right thing?",Gwen said angrily and Charmcaster lowered her eyes. "I know I have done wrong, and I have to live with this guilt everyday. Vilgax may take control over this world, or might destroy it, and there will be no one to stop him",she said and got up.

"Thank you for listening to me Gwen Tennyson , and I am truly sorry for wrecking your life",Charmcaster said, and teleported away. Gwen then continued eating her flakes, clearly uninterested.

* * *

 _Los Soledad_

"Is this your final decision?",Paradox asked and she nodded. " I brought this upon the world, and it's fitting that I give up my life to save it",Charmcaster said,"Thank you Professor. I know this would result in you losing your powers, which would result in your death". Paradox nodded his head sadly,"Well, I wasn't supposed to live this long. So I guess I shouldn't be sad about it"

They walked up to the entropy pump. Charmcaster started to cast her spell while Paradox prayed for this to work. Finally, she opened her eyes, and a pink portal appeared in the entropy pump. "When we enter this portal, using your abilities, you can cause the necessary changes in time", she said and Paradox nodded. He looked at his pocket watch and smiled looking at her. "So, I assume you have entered the right time?"

Charmcaster smiled and faced the portal"Yes. The day Ben got the new omnitrix from Max Tennyson"

* * *

 **So here it is guys. Charm caster and Professor Paradox have found a way to reverse time till the day when Alien Force began, which has also resulted in their lives being erased from existence. Basically the new story will be my version of Alien Force if there weren't any Paradox or Charmcaster in the Ben ten storyline.**


	15. Ben Ten Returns

**So as I said at the end of my Ben Ten one shots, this story is a continuation and also a reboot. This will take place from when the Alien Force began. Also I don't own Ben ten or anything related to it.**

* * *

 **"** Are you sure?", Gwen asked, and Ben answered by putting on his old omnitrix. She shook her head,"I don't think what you are doing is wrong Ben, but this will prevent you from ever having a normal life". "I don't care Gwen. Grandpa is in trouble, and new type of aliens have invaded the Earth. I need the omnitrix to stop them", he said and brought out his Grandpa's last recorded message.

* * *

According to the message, forever knights were importing illegal level 5 weapons on Earth. The message also left the coordinates of their next shipment, and Ben and Gwen had reached the place 2 hours early.

"We didn't have too come so early!", Gwen complained. Ben just shrugged and said,"I had nothing else to do, so I thought we better check this place out". He gazed around the old docking yard,"I can see why they picked this spot. Unused and abandoned for years, this would make a perfect place for smuggling".

"Wow doofus, you sound like a detective", Gwen stated. "I thought we were past the whole 'doofus and dweeb' thing", he said facing her. "I don't know. Have we really grown that much?",she said, reminiscing about the times they spent with Grandpa.

Finally, she snapped out of it and looked at her watch. "Damn. It's only been 10 minutes since we got here. I'm bored",she complained to him. "You are the one who brought us here early. Now you suggest something to do",she pointed at him.

"Well, I remember what we used to do to pass the time when Grandpa was away",he said grinning. "You mean...",she said returning the grin. He looked around and found an old abandoned shed. He grabbed her hand and they rushed towards the shed.

* * *

 _In the old shed_

Ben quickly took off his shirt and pants, while Gwen unzipped her skirt and took off her shirt. She jumped on him and wrapped her legs around his waist. He accidentally tripped, and they fell on the floor, but they didn't care. "Foreplay?",he asked and she replied,"No time".

He immediately slid her panties from her legs, and took of his boxers. He wasted no time and entered her. It was quite some time since they had their last encounter at Xenon, so she took some time to adjust. Finally she nodded and he started to move against her, and she bucked up her hips.

"Ooh, harder Ben!",she commanded. "Baby you're so tight!", Ben said as he closed his eyes and once again plunged himself in her warmth. She moaned , and came all over his dick. He thrusted a few more times and collapsed on top of her.

* * *

 _After 1 hour_

Gwen slowly opened her eyes, and got up. She looked at her watch and her eyes widened. She shook Ben lying next her,"Wake up Ben! We are gonna miss them!".

Ben rubbed his eyes as he woke up, while Gwen quickly wore all her clothes. Ben too hurriedly got up and wore his clothes. They carefully got out of the shed, and hid behind a crate outside. "Do you think we missed them?",he asked.

She slowly peered over the crate, and saw the DNA alien truck leaving. "Damn! The deal is already finished!", Gwen exclaimed stomping her foot.

"But our deal has just begun", a voice said behind them. They turned around to see a familiar figure from the past. Kevin Levin charged at them in his metallic armour. Gwen quickly created a mana shield to block his charge.

"Hurry up Ben!", she yelled at Ben, who was trying to activate his watch. Kevin pushed harder at the dome like shield, and Gwen struggled to hold him back. "Ben! You're gonna do it or what?!", she shouted . "It...won't...work!", Ben shouted as he punched his watch desperately.

Finally, Kevin gave one last ram, and the shield broke, throwing Gwen away from the momentum. "Looks like it's just you and me Tennyson", Kevin said smiling, as cracked his knuckles.

"Please work now!"Ben yelled at his watch, whose dial had turned blue in colour. Kevin stood over him ready to punch, when he grabbed by a huge mana hand. Gwen held him with both her hands pouring energy into the mana construct, and pushed him against the wall. Ben acted quickly by grabbing a chain nearby, and wrapped Kevin with it, who now reverted to his regular form.

"Kevin Levin. Last time I saw you, you were looking forward to spending your days in an empty dimension", Ben said, referring to the null void. "Well, I escaped, and learnt these awesome powers to absorb the properties of anything I touch. And I swear, when I get out of these chains, I'm gonna pummel y..", Kevin was saying but Ben cut him off,"Yeah yeah yeah. I have gotten a lot of death threats in my childhood. You think you scare me?"

"I'd say you should be, now that your precious watch is out of order", Kevin said with a smirk and Ben scowled. "Ignore him Ben",Gwen said, and faced Kevin,"Now tell us, what we're you doing here?". Kevin looked at Gwen for several minutes, until she snapped her fingers in front of him. "Huh?...oh yeah. I was here to check the perimeter. I do business with the forever knights now",he said.

"So where are they now?",Ben asked. "Well they had orders to get back to base, but I felt it would be better to hang out in open ground rather than doing march in a castle",he said and Ben raised an eyebrow,"That is such a dumb tale! You expect us to fall for that?"

Gwen then lowered herself to Kevin's level. "Please Kevin, just tell us the truth". "Fine. I was waiting for my friend Argit to supply me some more level 5 guns",he said. "What do we do now?", Gwen asked standing up to Ben. He turned to Kevin,"You need to take us to the forever knights base". Kevin scoffed,"Like I would ever"

"Please Kevin. We need to save our Grandpa",Gwen said and Kevin said,"Ok I will. But first I need to finish my business here. So unite me and get out of here. We'll meet after 1 hour".

"You really want us to trust you?",Ben asked and Gwen held his hand,"Ben, right now Kevin is our best bet". Kevin assured him,"Don't worry. I don't like the forever knights too much too". Ben sighed as he untied Kevin. "You better be here, or...",Ben started to say.

"Or what? Your watch doesn't work anymore",Kevin smirked. Gwen grabbed Ben's hand, and led him away.

* * *

 _In the old rustbucket_

Gwen sat down on his dick, making Ben moan. "I think he likes me",Gwen said as she rode Ben's dick. "Nah. He was probably just eyeing your boobs", Ben said as he reached out for her bra clad breasts. He kneaded them while she asked,"Jealous,Benjamin?"

Ben said 'no' with a determined look in his eyes, and pinched her nipples. "I remember how angry you used to get whenever Kai Green flirted with me",Ben said teasing her,"If you hadn't interfered, I might have even made her my girlfriend". "You don't need a girlfriend",Gwen said, bouncing above him.

"Says who?",Ben said as he grabbed her ass and pushed her down on his length. "You think you will have the time for a girlfriend when you're out saving the world. I reckon it won't even end for 1 month", Gwen said between moans.

"Well, you can be my girlfriend",Ben suggested, but Gwen slapped his naked chest"We talked about this. Cousins aren't supposed to be so close in society". "But here we are, doing such a forbidden thing for years now", Ben pointed out. "We can have a relationship in secret, but if it goes public, we'll never meet each other again",Gwen said.

Ben then flipped her, so she was lying on her stomach on the couch. He pushed himself in her ass, eliciting moans from both of them. He unclipped her bra with ease, and kissed along her back. She got up on all fours, and he thrusted harder. After a few minutes,Gwen announced her climax approaching. Ben started to move faster, resulting in his own release at the same time as her's.

He pulled out of her and laid down on the bed. Gwen snuggled up to his chest, and wrapped a blanket over them. "So...Gwen...what are we doing?",Ben said panting,"I mean, if we can't be in a relationship, then why are we doing this?".

Gwen sat up, covering herself with the blanket. "Look Ben. Ever since the night we confessed our felling about each other 5 years ago, we have been fucking each other good. But if we move ahead than just sex, it would be considered taboo". "But we love each other!",Ben whined.

"We can't Ben",Gwen said shaking her head,"We can only satisfy each other's sexual needs, but we have to maintain the boundaries cousins are supposed to". Ben thought about this,"I just don't want you to get involved with some other guy"

"But I never said...",Gwen said in surprise, as her surprise grew into a grin,"Oh so you really were getting jealous by Kevin". Ben blushed a little,"That's not true!". "Aww Ben! That's so sweet",she said ,kissing his forehead. "By the way, I think we should get dressed. We have to meet Kevin in about 15 minutes",Ben said and Gwen nodded. They quickly dressed themselves, gave each other one last passionate kiss for the night, and exited the Rustbucket.

* * *

 _Outside the forever knights castle_

"Here we are",Kevin said as the three crept behind a rock. Ben peered from behind the rock at the huge medivial style tower in front of him. "Getting inside won't be easy",Gwen said and Ben then said,"Not for this guy. It's hero time!", and he slammed his hand on the watch.

* * *

 **This was my rewrite for the first episode. Now I won't be doing chapters episode by episode, but mainly on those which contain major plot points. Again I don't own Been Ten or anything related to it.**


	16. The Date

"It's hero time!",he yelled as he slapped his watch but nothing happened. "Oh right, it wasn't working",Ben said with a scowl as Kevin and Gwen tried really hard to suppress their laughter.

Ben ignored them and decided to get closer. "Stay back Tennyson! You're gonna get yourself killed!",Kevin yelled at him as Gwen motioned for him to be quiet. Gwen then told Ben to get back but he didn't listen. Ben charged straight for the castle door, but was immediately stopped in his tracks by a Forever Knight,pointing a laser lance at him.

Another knight on the top of the castle threw a beam of light on Ben, and few seconds later, dozens of forever knights appeared and arrested Ben. Gwen looked in despair as Ben was carried away, bound in chains, while Kevin face-palmed. "What an idiot",he muttered to himself as he absorbed the ground, and charged at the Forever Knights. Gwen followed him with her hands glowing with Mana energy.

A few minutes later, all 3 of them were thrown in the dungeon. "That...was such an EPIC fail!",Ben said angrily, and the Kevin and Gwen gave Ben dirty looks and glares. "You got us in this mess. Why did you just straight up attack them?",Gwen asked Ben. He shrugged,"I just didn't want to feel useless I guess".

Kevin was about to tackle Ben to the ground in anger, but Gwen held him back. "Tennyson, you better have a good plan to get us out, or I'm gonna...". "Again with the death threats. Relax I have a fantastic plan to get us out",Ben said with a smile.

"Hey, can anybody hear! I need to go to the washroom!",Ben yelled from behind the bars. Kevin almost fainted upon hearing his 'fantastic' plan. Just then , two Knights came from the staircase to their cell and Ben smirked, anticipating his plan to work. "Don't worry about not getting to go to the washroom. You lot are gonna die soon enough",the Knight and laughed. They opened the cell and held the trio had gunpoint. They were moved out the dungeon, and strode along a long staircase.

At the end of the staircase was a huge steel door. One of the knights opened it, and the 3 were thown into the room and the door was locked behind them. The room was dark, except for a few burning torches near the walls.

"Why'd they bring us here?",Gwen asked and Kevin grew alert,"There is something here",he said. Gwen started to sense someone else's presence too, and the two started to move around the room while Ben just stood there . "Oh man, this is so boring!",Ben shouted, and something in front of them moved. Suddenly, Gwen and Kevin were pinned to the floor, and Ben picked off a torch from the wall. He moved the torch, and could clearly see the creature on front of him. His eyes widened as he saw the most huge dragon he had ever seen.

"Holy...",Ben was dumbstruck at the dragon's size. "Do something Ben!",Gwen yelled from under his claws. Ben mentally prayed for the Omnitrix to work, and slapped his wrist. The watch started to make strange sounds, but nothing happened. Ben frantically looked around for something to help Gwen and Kevin, who were about to get crushed as the dragon continued to exert pressure.

"That's it. I don't care if I am an alien or not!",Ben yelled and charged towards the dragon. He leapt in air, holding out a fist. Just as he was in mid air, the Omnitrix turned green, and Ben transformed. The dragon was punched in the face with a green fist. The dragon staggered back releasing Gwen and Kevin, and Ben landed on the floor, and yelled,"Swampfire!".

"Whoa!", Gwen and Kevin were awestruck at the newly transformed Ben. Swampfire then held out his hands, and bright yellow flames appeared in his hands. He launched the fireballs at the dragon, but It didn't do much damage. Swampfire then threw some of his seeds on the ground, and they wrapped around the dragon holding it in place.

"Kevin!",Swampfire called out to him, and Kevin launched in the air, and punched the dragon, which fell down from the impact, defeated. They all high fived each other, and got out of the room.

Several minutes later, the trio walk out while the castle behind them crumbled, and the Forever Knights were lying in a heap outside, defeated . "That new alien of yours sure does pack a punch",Kevin commented. Ben then turned to Kevin,"I know we have had our differences before, but will you help us look for our Grandpa?".

Kevin thought for a moment, and looked at Gwen, who nodded at him. "Fine. I guess I should give a shot to this whole good guy thing",Kevin said. They all then looked at the horizon as the sun came up.

* * *

 _The next day,_

It was really hard for Ben to keep his eyes open. They returned home in the morning from last night's adventure, and then Ben had to go to school. If that wasn't enough, they then busted a Highbreed ship, which Kevin discovered in his spare time. But there were no signs of Grandpa Max there, so they had to return disappointed.

Now, it was 1 am, and Ben had to sneak in using Bigchill. He immediately plopped down on his bed,and tried to sleep peacefully. His mom's came to wake him up in the morning, but for him it was like he could sleep for only a few minutes.

* * *

 _Bellwood High School_

"Hey Ben! Whoa, not getting enough sleep huh?",Julie asked Ben as he took stuff out of his locker. "Huh? Oh yeah, Hi Julie",Ben said yawning. Ben started to stagger a little, and Julie suggested for him to stay at home and catch some sleep. "I was thinking if you wanted to visit the pier with me tonight, but I guess you're worn out already",she said, and Ben quickly said,"No! I'm fine. Just need to splash some water on my face". "Then will 7 we alright?",she asked. "Yeah it will be perfect. I'll pick you up",he said and ran to the washroom to wash his face.

 _In the washroom_

"Concentrate Ben. You need to stay awake for the date",Ben said to himself while looking on the mirror. "A date?", a voice behind him said and Ben jumped . "Gwen!",Ben exclaimed and grabbed Gwen and got out of the washroom. "That was the boys washroom!",he yelled and Gwen told him to be quiet. " I just wanted to see why you were so excited while running towards the washroom",she said. "Well",he said, rubbing the back of his neck,"Do you know anything about dates?". Gwen smiled and said,"If I can teach you to dance, I can teach about dates too, don't you think", and Ben hugged her. "There is something you gotta do for me first",she said smirking.

* * *

 _After school, at Ben's house_

Ben hungrily kissed Gwen, and laid her down on the bed. Their clothes already lay discarded on the floor. "Hurry! Push it in",Gwen said desperately, as Ben slowly penetrated her pussy with his dick. "So tight!",Ben exclaimed in pleasure, and Gwen grabbed him in a lustful kiss.

He pounded her fast and hard, and she wrapped her stocking clad legs around his waist. He kissed along her neck and lowered himself to the breasts. He kissed between her breasts, while he kneaded them with his hands. "Oh yes Ben! Do it just like that!",Gwen yelled in ecstacy.

Ben sucked on her right nipple and tweaked the other between his fingers. "I'm gonna cum Ben!",Gwen yelled, and so she did. Ben was close to his climax too. He pulled out and sprayed his sperm all over Gwen. He then collapsed over her, as she played with his hair. "You...are intense...Gwen",Ben said panting. "I know you like it when I keep my stockings on",Gwen said, and Ben moved to her face for a kiss.

He laid beside her as she put on her underwear. He too put on his boxers and lied down again. "So will you help me now?",Ben asked. "That was the deal, wasn't it?",she said, snuggling up to him. "But I thought you wouldn't want someone else to go out with me",Ben said.

"Well I don't , but I guess it's okay till you don't sleep with her",she said. "But being in a relationship does include having sex at some point",Ben said. "Oh Benjamin, you haven't even gotten close to holding hands. To be ready for sex might take several months",Gwen said.

"What if she insists on having sex today itself?",he inquired and she shook her heads. "First of all, only guys do something has hasty and horny as that. Girls take time to get to the next step. Secondly, I know Julie, and she isn't the type who would wanna have sex on her first date",Gwen said. "Fine. So what all do you think I should do tonight?",Ben asked.

* * *

 _In the evening, outside the pier_

Ben was about to die from embarrassment after Kevin had teased him all the way. They had to drive in Kevin's car, and Ben now regretted it. He was worried if Julie might lower her opinion of him, but as they got out of the car, Julie said,"Don't worry. I know how mean friends can be", and Ben heaved a sigh of relief inside.

They walked into the pier to find it vacant. "Where is everybody?",Ben asked and Julie said,"Well, atleast we have the place to ourselves now". She held his hand, and Ben's inner voice shouted happily, screaming and running all over with excitement.

They went to the arcade zone first and played whack-a-mole . While Julie was smashing the moles with the mallet, Ben sensed something wierd. "Uh Julie...I'll just go to the washroom, k?",Ben said and rushed off. His Omnitrix dial was turning rapidly, as if something dangerous was nearby.

Suddenly, the Ferris wheel was coated with a black skin with green lines on it. The Ferris Wheel started to transform, and a green circle appeared on its head. The Ferris wheel started to move, and the green circle said in robotic voice," _Shiiiip!"._ "What the...? It's like Upgrade! ",Ben yelled as the giant ride marched towards him. Ben ducked out of the way, and the Upgrade turned back from its path.

The Upgrade looked at Ben and kept changing the same thing," _Shiiiip!"._ Ben wanted to get into a showdown with this thing, but he knew he had to get Julie to safety. He dialled up Kevin and Gwen, and asked them to come pick up Julie. He then ran to the arcade sleathily so the Upgrade won't see him. "What took you so long?",Julie asked, and Ben said,"No time...You gotta get out of here",and then Ben grabbed her hand, and rushed out of the arcade. But in their path stood the giant Upgrade-ed Ferris wheel.

"What is that?!",Julie exclaimed , but Ben tried to get her out of the pier. Meanwhile, Kevin was driving at full speed, with an anxious Gwen looking out the window. Kevin noticed Gwen's skirt hike up a little, and got a boner. "Shit",he muttered, as they reached the entrance of the pier. Gwen quickly got out , and Ben and Julie arrived on the scene. Ben made Julie sit in the car, and told Kevin to drop her at her home, while they fought the monster .

Kevin mumbled about not being his driver, but drove off anyway. As soon as the pier was out of sight, Julie asked him about what was happening back there. "Oh you know, Hero business",Kevin said, and Julie raised an eyebrow. "What do you mean? How are Ben and Gwen gonna take on a 50 feet tall amusent amus ride?!",she asked frantically, and Kevin gestured for her to calm down.

"They both have powers that's how",he said, and remembered he had to deal with his boner too. "What do you mean 'powers'?",she asked perplexed. "You mean you don't know?",Kevin said in mock surprise as he rubbed under his chin and thought of a plan. He continued,"Ben has had an alien watch since he was 10, and Gwen has some sort of magical abilities. Me, I can absorb the properties of any metal or such thing", and Julie exclaimed ,"That's so cool!".

"Huh? You aren't freaked out or anything?",Kevin said in surprise but Julie just shook her head. "Wow! Ben is more interesting than I expected him to be",Julie said, and Kevin said,"Yeah. One day he will become a great hero, and go on to do great things. I don't think he will have time for normal things like school or relationships",Kevin said, carrying his plan forth.

"You're saying...Ben would leave me?",Julie asked, and he nodded sadly,"Well, he confessed how much he likes you, but as much as he wants to be with you, he wouldn't want to put you in harm's way". "But I really like him. Kevin you know him well. Can you tell me how I can be of importance to him?".

"Well, there are two ways. Either you too find an alien watch , and help him along his adventures, which is highly unlikely, or...",Kevin trailed off. "Or what Kevin? Please tell me!",Julie whined and Kevin said smirking,"You have to be something he can't resist". "What do you mean by that?",Julie asked and Kevin explained,"Obviously he expects you to be his girlfriend now more than anything, but he might lose interest in you if you stay all monotonous and plain. You need to have some excitement in your character, and Ben will be drawn to you immediately".

"And how do I become more exciting? I mean, I am good at studies as well as in tennis. What more would a guy want?",she wondered and he said smirking,"I'm pretty sure he would love it if you more experienced...in bed".

"What?! Ben's not that kind of guy",Julie said, defending Ben. "Trust me, every guy likes a girl who is good in school, but at the same time, good in having sex. Besides I know him better than you",Kevin said as they reached her house. He stopped the car, but Julie didn't get off. "That is true that I'm not good in bed. I mean I'm still a virgin ",she said, and Kevin grew more excited. He turned back to face her,"Then, would you like me to teach you?". "Um.. so.",Julie pondered whether this would be right, but she liked Ben a lot, so she nodded at his offer.

"My parents aren't at home , so you can come in",Julie said getting out of the car. Kevin too, quickly hopped out, and locked his car. They then entered her house, and Kevin sat down on the sofa. "Now , imagine as if I'm Ben. You need to act as you would in front of him",Kevin said, and Julie stood in front of him, shy. "But how should I start?",she asked innocently. "You can begin by stripping out of your clothes",Kevin suggested and Julie nodded. She started to take off her pink jacket slowly and shyly, but Kevin told her,"You should do it more seductively, so Ben should also get in the mood".

"Alright, I'll try",she said , as she unzipped the jacket and threw it on the floor. Kevin's eyes fell out when he saw her in a silky white bra, but kept himself composed. "Now that skirt",he commanded and she unzipped her white skirt, showing him her matching white panties. All the while, Kevin kept thinking what a lucky bastard Ben was to get a smoking hot girlfriend like Julie.

* * *

 _Meanwhile, back at the pier_

Ben and Gwen had managed to overpower the Upgrade , who reverted back to his original state as a cute alien pupp-ish creature. He led them to his creator Baz-El, who was trapped under heavy debris. Ben transformed into Humungosaur, and helped him out. Baz-El thanked them, and as a token of thanks, let 'ship',the Upgrade, stay with them. "Um...now where are we gonna keep it?",Ben asked Gwen who shrugged. "Guess I have to keep it with me huh?",Ben said sadly as he looked at Ship. "But if Mom finds out, she'll blow my head off",Ben said..

"So how are we gonna get back?",Gwen asked, and he said,"I guess we have to walk now". "Can't you just transform?",she asked and he shook his head,"The battery is down. We'll have to wait for long". Then, Ship jumped on his watch, molding into it, and some tinkering sounds could be heard. After a few minutes, Ship jumped out in his normal form, and Ben's Omnitrix was full recharged.

"Good boy!",Ben said patting his head. Few minutes later, Jetray stopped in front of Gwen's house and landed in front of the door. He transformed back and asked,"How was the ride?",and Gwen said,"Better than Stinkfly".

"Well goodnight then",Ben said, as he started to walk away, carrying ship in his arms. "Hey Ben!",Gwen called out to him and he stopped. "Don't you wanna 'come' in?",she said, leaning against the door. Ben felt something in his pants rise, but said,"Um...it's late and your parents are home". "They are fast asleep, Ben",Gwen said sultrily, and put her finger in her mouth, sucking on it erotically. Ben gulped and said,"But what about Ship?", and looked over to see Ship asleep.

After settling Ship in the doghouse of Gwen's old dog, Ben and Gwen quietly tip-toed to her bedroom, so her parents won't hear them. Just as they we're in the room, Gwen locked the door, and Ben pushed her against the wall.

* * *

 _Meanwhile, at Julie's house_

Julie was lying on the couch, with Kevin's head between her breasts. He unclasped her bra and threw it away. He happily sucked at the nipples, and pulled away to take off her panties . "Are you sure this is right?",Julie asked, uncertain, and Kevin assured her,"Don't worry. Remember you're doing this for Ben". He then took off his underwear, and revealed his massive cock.

"Oh my! Are all dicks this huge?!",Julie said, clearly surprised. Kevin positioned himself over her pussy, and asked her if she was ready. Julie convinced herself that she was doing this for Ben, and nodded. Kevin, knowing she was a virgin, slowly pushed his tip in her. Julie cried out as he filled her. A little blood came out, and Julie found it difficult to adjust to his size. Normally Kevin was an impatient guy, but he thought to go slow, since he was gonna get a good fuck after this.

After some time, the pain subsided and Julie nodded for him to move. He slowly pulled himself out of her, and she moaned. Gradually he increased the speed of his thrusts, and Julie gave out more throaty moans. " _This is heaven!",_ Kevin thought to himself , and moved to her neck. He initially wanted to kiss her, but Julie had decided her first kiss to be with Ben.

He licked her neck as she raked her nails across his back. It was her first time experiencing so much pleasure, so her nails dig deeper in Kevin's skin, drawing blood, but Kevin didn't care. He had battled many monster threats before, so it wasn't anything major for him .

After some time, Kevin felt his climax nearing , and pulled out of her, and sprayed her body with his cum. Julie found this to be very erotic, and had her first orgasm. Kevin got off the couch, and started to wear his clothes . He saw Julie wasn't dressing herself, and asked her why. She sucked off her finger covered with his cum, and said,"But I wanna learn more", and Kevin smirked.

* * *

 _Gwen's house_

"Ben, if you go any faster, you'll break the bed!",Gwen said as Ben fucked her ass."Can't help it baby! Oh so tight!",he said, closing his eyes and feeling the pleasure. He pulled at Gwen's stomach, and made her come on all fours. He fucked her doggy style , and groped her hanging boobs. "Ben! I'm gonna cum for the third time!",Gwen yelled as she released her honey all over his cock.

"Sorry babe, but I'm not done",Ben said as he flipped her ,and entered her pussy. He kissed along her long legs, and she pulled him towards her. They kissed hungrily as she wrapped her legs around him, making him go faster. Their tongues battled each other as he caressed her face. Finally, he was close, and released his cum, filling the condom. He rolled over her, and she immediately got up, even though she was feeling sore. She threw his shirt to him and told him to get dressed. "But why?",he said panting. She shook her head and said,"Because it's not your house, it's mine. And if my parents find out about this, or discover Ship in the doghouse, they well incarcenate me". "Isn't that a little exaggerated?",Ben said, as he dressed himself, and quietly went down the stairs. Gwen gave him a parting kiss at the door, and he left taking Ship with him. "Man. Mom would kill me if she finds out about Ship. Hey I know! Julie's parents are out for a few days, and maybe I can ask her to keep this guy",he exclaimed and ran towards her house.

* * *

 _Julie's house_

"Rock your hips just like that!",Kevin commanded as Julie rode him. "Oh this is so good !",Julie moaned, and Kevin moved up to kiss her boobs. He kneaded them with his hands while Julie tangled her fingers in his messy hair. "Julie, I'm about to cum. Get off!",Kevin said, struggling to hold his climax as Julie reluctantly got off him. As soon as she was off, he sprayed her body again with his jizz.

Kevin laid back on the couch exhausted, and Julie asked him,"Why didn't you come inside? I'm sure it would've felt wonderful". "Wow, you are really inexperienced . If I cum in you without wearing a condom, you might get pregnant", and Julie thought about it. She then asked,"Am I ready to have sex with Ben now?", and Kevin pondered over what to say.

Finally, he said,"This was good, but I feel you need some more practice. But it's your wish if you wanna go to Ben after practicing it only once". Julie thought about it and said,"I want to have sex with Ben when I'm fully prepared. Can you please continue teaching me?". "Of course!",he replied, smirking to himself.

Kevin then left after getting dressed as Julie watched from the window. She was about to go to sleep,when she heard a knock on the door. She opened it to find Ben with a strange creature in his hand. Ben, after coming in, explained his situation to him. She agreed to keep him, and Ben thanked her profusely.

They looked at each other for some time, and moved closer. He moved his lips to hers , and they kissed lightly. " _Is she liking it? Was it too sudden?",_ Ben thought, getting paranoid, while she was amazed at having her first kiss. He pulled away were she expected he would, as he thought she wasn't liking it. "Um...so I'll just go now",he said awkwardly and left. Julie stroked the sleeping Ship in her arms, and thought whether she didn't kiss good enough.

She then looked at her newfound pet, who slowly opened his eye. "Wow you're cute",she said and he waggled his tail. "You know, I think you and me will have a lot of fun",she said and closed the door


	17. Enter Albedo

A few days had passed since the 'Ship' encounter. Julie decided to keep Ship with her as her pet , as they had gotten close. Over these few days, Ben, Gwen and Kevin had had a lot of adventures, involving Grandma Verdona, Cash's Techadon suit, and Ben being stuck with a High breed.

 _Julie's house_

"Why so tense,Kev?",Julie asked as he plopped down on her bed. "Oh you know, the usual. Fighting monsters, then fighting more monsters, it takes a lot out of me",he said sighing,"Anyways, let's start our lesson shall we?", he said smirking, and took off his pants and boxers. "Today we're gonna work on your oral skills",he said as Julie walked over and straddled his cock. "Now lick it",he ordered, and she complied. She licked his dick all over, and occasionally suckled his balls, earning praise from him.

Eventually, he told her to take the tip in her mouth. She put it in her mouth, and started to take in more of his length. Kevin was surprised when she took about half of him. She slowly started to move over his cock, and gradually increased the speed. The pleasure Kevin felt was unreal. He grabbed her head, and pushed forward, increasing the speed.

He couldn't hold back, and emptied all his semen. Julie was a little overwhelmed by this, and pulled away, coughing up. "Wow. I guess you passed in this!",Kevin exclaimed as he fell down on the bed, panting.

* * *

 _At Burger Shack_

"What can I get you?",the cook asked, and the boy in the green jacket said,"Chilli Fries! And make it fast". The cook scowled at his rudeness, but grabbed a packet and gave it to the boy. The boy grabs the bag, leaves some money, and walks out of the bar.

A few minutes later, Ben and Gwen enter the shop, and the cook is surprised. Ben orders for some chilli fries, and the cook hesitantly gives it to him. "You know soon, this might be bad for business, but eating too much will get you in a bad shape",the cook said to him, and he cocked an eyebrow.

They walked out the shop, with Ben still wondering about what the shopkeeper said, when he only eats them once a week. As they walked, Gwen grabbed Ben and pushed him into an alley. She kissed him forcefully against the wall. "So, ready for a hot night?",she said seductively, but Ben shook his head. "Sorry Gwen, but I have to catch up on my assignments for school. Julie's gonna come over to help",he said and Gwen scowled. "Hey, do you know how hard it is to get someone to help. It's bad already that you never help with homework",Ben complained as Gwen huffed and walked away.

* * *

 _Julie's house_

"What?! So you kissed him?",Kevin asked and Julie slowly nodded. "But I don't think he liked it",Julie said looking down. Kevin rubbed her thigh,"Do you want me to teach you how to kiss?", and Julie looked up,"You would really do that?". "Of course I would",Kevin smirked and held Julie's shoulders.

He moved his lips to hers, and kissed her passionately. Julie was surprised by his aggression, and felt her body giving in to the pleasure. As he pulled away, she felt her lust rising. "Now that's how you kiss",Kevin stated, and moved in for another one. This time Julie responded a little, and he pried open her mouth with his tongue. He kneaded her tit, making her moan in his mouth.

He slowly laid her down on the bed, never breaking contact with her lips. Their tongues clashed with each other, and his hand moved to her skirt, unzipping it. He pushed his hand past her panties, and entered one finger into her pussy. He moved his finger inside her, and she broke away from his mouth to moan loudly. He started kissing along her neck, and pulled at her zipper with his teeth, unzipping her jacket.

He added another finger in her pussy, and moved his other hand to tug at her black shirt. He ripped it off, and Julie's mind was too clouded with lust to care. He nipped at her boobs, while she cried with the immense pleasure of his two fingers inside her. Finally, his ministrations pushed her over the edge, making her cum more than ever.

Kevin pulled out his fingers, and laid down, tasting her juices. Julie and he were equally exhausted, so she gave him permission to sleep in her bed. He slept with his arms around her, occasionally fondling her boobs.

* * *

"What does he think of himself?!",Gwen said angrily as she kicked a stone. Realizing raging on the pavement won't do any good, she sighed and walked towards home. "Guess I'll have to take out the vibrator again",she muttered sadly. "Who knew you could be so dirty?", a voice behind her said, and she spun around,"Ben? You came back?".

"Of course babe. For a hot thing like you, anytime",he said and moved forward to give her a passionate kiss. " _This kiss...it's different from all the other times",_ she thought, but didn't ponder much over the thought. When he pulled away, she was full of awe at his sudden expertise in kissing. He smirked at her surprise, and she then snapped out of her thoughts, and said,"Ben! I told you to not kiss in public. Someone might recognize us".

He pulled her towards him, and started to walk. "Ben no! Someone might see...",she tried to protest, but Ben ignored her. He then pulled her in an alley, and pushed her against the wall, like she had done before. He kissed her neck lustfully, giving her hickeys occasionally.

Gwen's arousal had reached new heights, and found it diffcult to think rationally. Ben pulled away, and asked,"Shall we go to your place?". Gwen could only nod as he took her hand and started to walk. " _What happened to him? Did he have crash course on these type of things in ten minutes?",_ she thought as they walked.

They stopped in front of her door, and she took out her key. "Are your parents home?",he asked and she nodded, unlocking the door. "Make them sleep till morning",he commanded, and she raised an eyebrow. "But it's not needed. We can just be quiet like last time",she said, and he pulled her in a kiss. "I'm gonna fuck you so hard, you're gonna scream your lungs out",Ben said as he licked her neck against the wall,"You want them to hear your moans?".

Gwen then raised her hand, and cast out a spell, and Ben checked and saw that her parents ahd fallen asleep. "Good girl",he said, and grabbed her hand, taking her to the bedroom. He crashed open the door, and threw Gwen on the bed. He took of his shirt, and grinned,"You're mine now".

* * *

" _Hey Julie, it's Ben. I just wanted to ask if you're coming over so we can do homework together. Mom said I can't play sumo slammers till I complete it, so can you please hurry a little?",_ Ben's voice came on voice mail though the phone.

Julie's eyes opened slowly, and she remembered that she promised to help Ben with his homework. She looked over to see Kevin sleeping, with his hands on her boobs. "Have I brought this too far?",she muttered. She then looked at the time. "8 pm!",she removed his hands, and started to wear her clothes quickly. Kevin stirred awake,"What's up?". "No time. I have to get to Ben's",Julie said as she clasped her bra.

Kevin stretched his arms and sat up on the bed. " _Tennyson! Couldn't he have picked another day for this?",_ Kevin thought, as Julie finished dressing up, and threw him his clothes. "So should I come with you? If you want I can make things between you and Ben more...interesting",Kevin said he dressed up. Julie didn't want him to come with, but she would reach there in time only if she used his car. She sighed and said,"Fine".

They got in his car and drove to Ben's house. She knocked on the door, and Ben opened it. "Hey Julie...and Kevin? What are you doing here?",he asked. "Well, I was just round the corner, and thought I might give Julie a lift to your place. She insisted I come in as a way of saying thanks".

Ben then shrugged and allowed them to come in. As soon as Ben's back was turned, Julie gave Kevin a big kick on his leg, causing him to clutch it. She glared at him angrily, and went and sat down the couch with Ben. They opened their books and started with the questions, while Kevin looked for something to do. "Don't break anything Kevin. My folks are home",Ben said and Kevin scowled.

* * *

Meanwhile, at Gwen's place, 'Ben' had just taken off Gwen's panties, and threw them to the floor. His hand kneaded her breast through her bra, while he sucked at her clit. She arched up her back in pleasure, and he buried his mouth in her vagina. He swirled his tongue all over, until she came in his mouth. As she lay panting from the spectacular orgasm she just had, Ben swiftly took off her bra, and suckled her boobs.

"Ben! Come inside me! I need it!",Gwen cried in desperation. "What's the rush Gwen? We have the whole night to ourselves. What would your parents think of you now?",he asked. Gwen looked at him," _Ben's attitude has completely changed. It's like he is a totally different person now"._

Just then , her phone rang, and she pushed Ben off of her to get it. She sat up, while he fondles her boobs and licked her neck from behind. "Hello?",she said, and a voice came on the other end,"Hey Gwen, can you come here and save me from this?". "Kevin? What are you talking about?",she asked.

"I'm at Ben's house, where he and Julie are completing their homework together , and I have nothing to do. Soooooo borrrrred",he said, and Gwen's expression changed to shock. " _Ben is at home!? Then who is...",_ she started to turn around but 'Ben' jumped back. "Who are you!?",Gwen angrily asked as her hands glowed with Mana.

"Damn that call. Did you have to pick it before we finished?",the guy said scowling. He then said,"Very well. My name is Albedo, and tell Ben Tennyson to meet me at the demolished Forever Knights castle site". He transformed into Big chill and moved through the walls to escape. Gwen then dressed herself, thinking how foolish she was to not see through the deception.

She called up Kevin and Ben, and told them about Albedo. The boys got into Kevin's car, and drove to Gwen's place. As she got into the car, they drove towards the demolished castle. "Ben I have something to tell you", she whispered in his ear, so Kevin couldn't hear. They recahed the site, and Ben said,"Whatever it is, tell me later".

They got out of the car, and Albedo as Bigchill appeared in front of them. "What do you want?",Ben asked and Albedo said,"The Omnitrix of course. It's built it, and it has some malfunctions which can cause a rip in the fabric of the universe. Hand it over!".

Ben then said,"Wasn't it Azmuth who created this?". "He likes! I, Albedo of Galvan, is the true creator of the omnitrix!",Albedo shouted. "Yeah right",Gwen said and charged towards him. He transformed into Humungosaur, and swatted her away. Kevin then absorbed the metal of his car, and leapt towards Albedo, who grabbed him in mid air, and smacked him into a wall, rendering Kevin unconscious.

Gwen then staggered back to Ben,"Been! He isn't the real creator. If he had been the real one, he wouldn't have...". "Wouldn't have what?",Ben asked and Albedo answered,"I wouldn't have tried to have sex with her". Ben grew shocked at the revelation, but Gwen assured him they didn't move beyond oral sex. "I'm sorry. I thought it was the real you",she said and Ben comforted her.

"Normally, I wouldn't have done such an idiotic thing, but this body of yours compells me to have urges for her. Just how horny a guy are you?",he shouted at Ben, and Gwen looked at him,"Aw Ben. You really have such intense feelings for me?", She said and he scratched the back of his head with his hand,"Uhhh...". He smiled sheepshishly, and she pulled him in a deep kiss.

"What the...? Don't you see a supervillian in front of you?"Albedo asked and Ben held out his hand with two fingers lifted, asking for Albedo to give them two minutes. "That's it. You all are dead",he said and transformed into Swampfire. Ben and Gwen pulled apart, and saw Albedo with his hands containing fireballs. "Let's just quickly get this over with, so we can get back to my room ",Gwen said seductively, and Ben grew hard at this prospect. He transformed into Bigchill, and threw his freeze breath to counter Swampfire's flame. They clashed with their respective elements, with neither of them the clear winner. Then Gwen grabbed Albedo's legs with her Mana , and made him trip. Ben took the opportunity to freeze Albedo and reverted back to his state.

Kevin then woke up, shaking his head. "Damn! Why do I wake up when the action is over?",he said scowling, and Gwen rushed to hug him. "Glad you're okay",she said and he hugged her back.

Meanwhile, Azmuth had showed up, and for Albedo's arrogance and recent actions, punished him to stay in his human form forever. Albedo cried out in protest, and Ben came near him,"Man. You certainly fucked up good. Yet I don't think being stuck in my body is that big of a punishment",he said, and Albedo quickly tackled him to the ground . Gwen quickly tried to bind Albedo with her Mana, but before she could do anything, Albedo had swung his fist at Ben, who brought up his wrist to block it. Their omnitrixes clashed, and sent out a burst of energy, which threw Albedo back.

"I'm alright",Ben said getting up. Albedo then got up, and everybody looked at his new appearance. He was turned into something like a negative Ben, with red jacket, red eyes and white hair. "What have you done!?",he screamed , and Gwen bind him with her Mana. Azmuth then opened his teleporter, and teleported himself and Albedo out of there.

* * *

 _The next morning, Bellwood High_

"C+! Mon is gonna kill me",Ben whined and Julie said,"Well you should've studied with me rather then going out". Ben sighed as he and Julie walked to the their lockers. "Hey Ben. Do you want to come to the school dance with me?",she asked and he rubbed his head,"And when is that?".

"Next week. Be sure to pick me up, and try not to use Kevin's car",she said , and he nodded,"Like I would ever, after he embarrassed me so much at the pier". He then walked to the classroom, and met Gwen on the way. "Who are you going to dance with?"he asked her, and she said,"Well I don't have anyone in mind yet. I think I will ask Kevin". Ben scowled,"Can't you find someone less perverted ? I'm sure he will be waiting to pounce on you rather then dance with you".

"Don't be jealous Ben. I won't let him move past first base",she said and he exclaimed,"What?! You will let him kiss you?". "Stop interfering Ben. You have kissed Julie after all. Why can't I do the same with Kevin?",she asked and Ben thought for a while and then sighed nodded. "Don't worry. I always find you more attractive than Kevin",she said and gave him a peck on the cheek. They both then went to their respective classes.

Midway in a lecture, Ben felt a strange urge. He asked permission to go to the washroom, then instead of going there, went out of the school. He then transformed into Bigchill, and flew into the sky.


	18. Kevin's big score

**This one contains some Gwevin. You can skip this one, since I wrote this when I didn't have any ideas**

 _The day of the dance_

Everyone at school was pretty excited and hyped about the dance. When Gwen had asked Kevin for the dance, he fantasised about the thought of her body pressed against hers. But then he decided to take this seriously, as this meant a lot to Gwen, and so he went to Ben to ask him tips for the dance once school was over.

Meanwhile, Gwen had asked Julie about who she was going to the dance with. "I asked Ben, but I am not sure if he would make it in time for the dance. I mean you guys are so busy that you had to go to stop alien in the middle of classes yesterday". Gwen raised an eyebrow,"But we never went when school was on, and certainly not yesterday"."But I saw Ben transfroming into Bigchill, and flying out of the school", she said and Gwen was surprised. " _Grandpa made Ben promise to never use the omnitrix for fun when we were kids, and I'm dead sure that Ben won't break it. Something is up".  
_

 _In the afternoon, Gwen's house_

"Do you think this looks good?",Gwen asked, and Julie look at her. Gwen was wearing a shimmering white dress ( **The same dress from the episode 'Save the last dance)**

"Gwen you look so beautiful",Julie complimented and she said,"Thanks Julie. I knew I could count on you to help me out with this dress. Speaking of, did you pick one?". "Nope I haven't. I'm just worried about Ben right now",she said looking out the window. "Don't worry Julie. If he nails on you, I'll make sure I kick his ass",Gwen said and Julie gave a small chuckle.

After Julie left, Gwen was about to change out of her dress, when she heard the door knock. She opened it to find Ben standing there. His mouth dropped when he saw her. "Holy shit Gwen! You look soooooo...",he couldn't find the words, and she just giggled. She invited him in and after the closing the door, sternly asked him,"You're not going to bail on Julie ,are you?"

"What?! Of course not. I would be crazy to do that",Ben replied and she smiled,"Good. I would have ended our relationship if you had upset such a sweet friend of mine". "I'm really surprised to see that you like to share me with some one else",Ben said and Gwen pulled him towards her,"Stop talking Ben. I'm horny as fuck".

He wasted no time in catching her lips with his, and pushing her against the wall. "Ben...the dress...", Gwen said between kisses, and Ben relectantly pulled away. She quickly removed her dress, and stood naked in front of him. Pushed against the wall once again, she kissed him with passion and removed his shirt.

 _Kevin's Garage_

"Damn! Where is Ben? ", Kevin muttered nervously as he paced around,"Its 4 already!". Just then Julie arrived and leaned against the door,"I never thought Kevin Levin could be nervous". "Julie! Do you know where Ben is?",he asked her desperately. She sighed,"I wish I knew, Kevin". "So you think he's not gonna take you to the dance?", he asked, and Julie all about the Bigchill thing. "Hmm...Bigchill belongs to an alien species called the Necrofriegians. And I remember this fact I heard about them...", Kevin said , thinking deeply. "Will he be alright?", she asked, concerned.

"Oh yes. He won't be hurt, its just...",he trailed off, trying to remember. Finally, his eyes lit up, and he exclaimed,"Oh no, we have to find him!". They both got into Kevin's car, and he dialed up Gwen.

 _Gwen's House_

Gwen came out of her bedroom in only her bra and panties. She picled up her phone which was in the kitchen, cursing the caller for disrupting her session with Ben. "Who is it?",she said in an annoyed voice. "Gwen, its Kevin. Listen, we have to find Ben. There is this 'stage' he will be passing through, so we have to keep an eye on him. I'll explain the details when we reach there". "But Ben's here, at my place!", Gwen said, hurrying to her bedroom. "Thats great! Now keep him there till we reach there",he said and ended the call. Gwen opened the door to see her empty bed, and the window open.

* * *

After Gwen had left in the middle of sex to answer her phone, Ben felt another urge, and transformed into Bigchill, and flew out the window. He scouted around in the sky, and saw a car and truck heading down the road in the opposite direction. The truck driver had fallen asleep, and they were gonna collide. Bigchill swooped down to the truck, and tried to shake the driver awake, but to no avail. Time was running out, so he grabbed the driver, and pulled him out. Bigchill quickly placed the driver on the pavement, where he finally awoke.

Bigchill used his freeze breath to stop the truck, and the car driver swerved just in the nick of time and prevented the accident. The driver saw this and heaved a sigh of relief. "Thank you so much!, who or whatever you are", he said, but Bigchill was focused on breaking the truck out of the ice. "Wow, you are really nice, man", the driver said, as Bigchill finished breaking the truck out. Then to the driver's horror, he started to eat the vehicle. "Hey! What the...", the driver started to say, but one angry glare from Bigchill stopped him in his tracks.

Just then Kevin and the others arrived there, and Gwen and Julie quickly got out of the car. "Ben what are you doing?", Julie yelled at him and Bigchill looked at her. "Julie, get back!", Gwen said , as she and Kevin came in front of Bigchill. "Ben!", Gwen called out, but he didn't respond, and flew off instead. The three teens got un the car and chased him at full spped. "The same thing happened with Ghostfreak when we were kids. Ben was completely possessed by the alien", Gwen said, and Julie asked,"But why is he eating metal?". "I think I know what he is doing", Kevin said, as they saw Bigchill land in a ground up ahead.

They reached there and got out quickly. "It has happened", Kevin said, and they all saw miniature Bigchills flying around Ben as Bigchill. "Wait, so Ben just gave birth?", Julie asked looking shocked. "Well, Necrofriggians give birth every 80 years, so the good news is that he won't eat metal and lay eggs ever again", Kevin said smiling and Julie ran upto Ben, who had reverted back into his human form. "Ben, you ok?", Julie asked. "Wha...What happened?", Ben said rubbing his head, and Kevin taunted,"You just became a mommy, Ben".

After explanations were done, Ben apologized to Julie for skipping out on the dance, and Kevin did the same to Gwen. Kevin then turned on the music app in his phone, and the two couples danced in that ground.

* * *

Afterwards, they all were heading home in Kevin's car. " _Wow I never expected a dance to be so good",_ Kevin thought as he drove," _But Gwen's curvy body pressed again mine has made little Kevin Jr. to rise"._ He looked down at his pants where a pretty obvious boner had sprang up. He knew Julie wouldn't help him as she was gonna be with Ben the whole time, so he knew he had to convince Gwen somehow. He wondered why she plays so hard to get, and given her personality she came across as someone who would really like to have sex.

"Goodnight, guys", Gwen said, as they dropped off Ben and Julie at Ben's place. Ben's parents were out for the night, so he suggested Julie to have a sleepover, and she seemed more than happy to do so. "So where next?", Kevin asked. "Drop me at my home, obviously", Gwen looked at him, and he said,"I was thinking that since its only 9, you wanna hang out?". "I don't know Kevin. I should study for school tomorrow", she said, but he reassured her,"We will be back before you know it, and you probably should loosen up after all running around we did today". Gwen thought a little, then nodded, and they drove off. They stopped in front of a dance club.

"What do you think?",Kevin asked, and she said,"Looks kinda shady". "You'll love it, I promise", Kevin said as they got out. "Ever been to one of these before", he asked and she shook her head. They entered into the line, but since the security guard was a friend of Kevin's, they were allowed to go inside. Once they had entered, Gwen was amazed to see such a place with disco lights, bars and people dancing like there was no tomorrow. "What do we have to do now?",Gwen yelled over the noise. "There is no plan. Do whatever you like. Just stop thinking and start feeling",Kevin said, and led her to the dance site.

* * *

 _Ben's home_

Ben and Julie sat on the couch, and Julie teased,"So,how was your first time at being a mother?". "Not you too", Ben said ,annoyed, as Julie burst into giggles. She then stopped,and said,"But I really enjoyed our night together Ben". She placed her hand over his and looked into his eyes. "You know, any girl in their senses would have left me by now, seeing all these crazy adventures I get into", he said and she replied,"I see the good in you Ben, the person who wants to help people the best he can, even if he doesn't have a high tech alien device". She carressed his face and scooted closer to him. They brought their mouths closer, when the phone rang and broke them apart. "Damn the timing!", Ben angrily muttered, as he picked up his phone. He talked for a few minutes, and turned to Julie,"Well my parents are finished their work early and are coming home now.". "I guess I should get going. Its pretty late anyways", Julie said as she lifted her purse.

As they came to the door, Ben said,"I'm really sorry Julie. I know you were expecting a wonderful night, and I screwed it all up". She then turned to him and pulled him into a kiss. Ben was amazed at how much her level of kissing from last time. After they broke apart, they both shyly looked at the ground. "I guess, I'll go now", Julie said and opened the door to leave. "Um...Juile?",Ben said and she stopped to look at him. "Um...will you be my...um...you know...my girlfriend?!",he asked, his face blushing red. "Huh? I assumed we were dating already, weren't we?", she said, and Ben looked up at her in surprise. She smiled and he felt as if his heart would explode with joy. She then waved him goodbye, and he returned the wave. After she had left, he closed the door, and jumped with joy,"Woohooooooo!"

* * *

Back at the club, an initially hesitant Gwen, now danced with Kevin. He managed to get her to dance freely after she drank some wine, and felt lightheaded. "This is so awesome!", Gwen exclaimed, and Kevin said," Told you". Kevin occasionally carressed her ass and breasts, but she didn't mind under the influence of the alcohol.

After some time, they walked back to his car, with Gwen staggering to walk after drinking too kuch and Kevin holding her. " _Damn! She looks so wild, it's difficult to control myself"_ ,Kevin lustfully thought. But as he made her sit in his car, he began to think if this was a right thing. "Even though she looks hot, this would be taking advantage of her",Kevin muttered to himself.

Finally he came to a decision. "Gwen, I'm taking you home",he said and got in the driver's seat. "What?! But I thought we were gonna have fun!",she said groggily. "I'm sorry I got you into this state,Gwen",Kevin apologized as he drove faster. "But I really need some cock in me!",she said as she unzipped his pants.

"Gwen! Stop it! It's the alcohol talking",Kevin said as he used one hand to push her away. "Aww Kevin, you're no fun!",Drunk Gwen whined, but Kevin ignored her. " _I brought this too far. I'll just say sorry to Ben also. I will not be surprised if he kicks me off the team",_ he thought. He then looked over at Gwen, and suddenly stopped the car. Gwen had undressed herself, and was sitting in front of him in her tight lacy black bra and panties. "What do you think Kevin? Still wanna be the good boy?",she asked sultrily and Kevin gulped.

He tried to divert his thoughts, but the erotic sight of Gwen kept him mesmerized. "Come on Kevin. You know you want to",she said as she moved closer to him. Finally, Kevin couldn't resist , and got into a passionate liplock with her. She got in his lap and grinded her panties against his cock. She pulled away from the kissing to take off his shirt, and then resumed kissing him. She caressed his abs while he caressed her back. He pushed a button and reclined the chair backwards, and Gwen moved lower his body. She kissed all along his chest, till she reached his throbbing penis. She licked his shaft all over, occasionally kissing the tip. "Ugh...",he grunted as her warm mouth enveloped his dick. " _I shouldn't be doing this. She's gonna kill me in the morning! But...it's so warm..."_ ,he thought ecstatically.

She took in his cock till it reached the back of her throat. She slowly moved along his length and he tangled his fingers in her hair. She gradually increased her pace, causing him to moan and hold her head tighter. "I'm gonna cum Gwen! Move!",he commanded, but as he had his release, Gwen took in as much as she could. She licked the remains of his semen, and said,"That was tasty Kevin. It's your turn now". Soon, Kevin and Gwen had switched positions, and he lay in between her legs. He licked her slit through the panties. Finally he pulled the panties aside, and licked her bare sex. "Yes, right there ...oh keep going!",she moaned sultrily, encouraging him.

Once she came, he made sure he lapped up all her delicious juices. "Come inside Kevin, quick!",she said desperately, and Kevin once again began to question his actions mentally. "What are you waiting for?",an irritated Gwen asked. He sighed, and took out a condom from his pants before aligning his cock at her entrance. " _Well, I can't say I didn't wish for this to happen",_ Kevin thought as he pushed himself inside. At that very moment, Kevin experienced the most wonderful feeling he ever had. The insides of her pussy was even better than that of her mouth. His only complain was the condom barrier between them, but he knew that Gwen might regret this later. For now, he let all his rational thinking go as he sunk himself in her. "Doesn't this feel good?",Gwen said and pulled his mouth to hers.

They kissed lustfully as he slowly thrusted inside her. She wrapped her legs around making him go faster, while he kissed down her neck. "Faster Kevin! Harder!",Gwen yelled from the pleasure. He sucked and nipped at her lacy bra. He kneaded and kissed her covered breasts, paying as much attention to them as possible. "Stop Kevin, I wanna do something",Gwen said and a surprised Kevin stopped rubbing her tits. She flipped him over on the seat, and sat on his lap like she did before. She slowly hovered her pussy over his cock, and in one swift motion took him inside her. Their tongues battled each other as she bounced on him slowly, careful enough to not bump her head on the top of the car. He caressed her back and unfastened the bra, pretending to throw it away. He secretly folded the bra and tucked it in his pants pocket, while she was distracted by his kissing her. "Oh Gwen... I have wanted this ever since I saw you!", Kevin moaned as he bucked her hips against hers.

"I'm gonna cum!",Gwen yelled. Kevin grunted as her walls tightened, but he wanted to hold out as long as possible. He grabbed her hips and pushed her pussy up and down his length. She threw her head back and moaned loudly. He kissed her neck as hard he could, leaving hickeys. He moved his head down to her breasts and sucked at her nipples. Gwen put her hand against the window of the car, as she was about to reach her limit. "Kevin...gonna...cum again!",she yelled.

This time they climaxed together, and Gwen slumped against him, immediately falling asleep. "Maybe being bad has its perks after all...",Kevin muttered with a smile, as he too fell asleep.

* * *

 _The next morning_

Gwen was the first one to wake up, and was totally shocked on finding herself and Kevin naked in his car. " _Oh my god! Please tell me this didn't happen!",_ Gwen thought, horrified. Kevin then slowly opened his eyes , and saw Gwen looking for her clothes. "Gwen, I...",he tried to say but Gwen smacked him on the cheek. "I deserved that,but atleast hear me out",he said but Gwen wasn't in the mood to listen. "You purposely took me to that club. Did you drug me?!",she angrily asked. "No! No! You were just drunk that's all",he said raising his hands.

She opened the car door, and pushed him out. "Hey, I'm not wearing...",he started to say but she said,"Shut up! Let me find my clothes first!". She put on her panties and skirt, but couldn't find her bra. "Where is my bra!?",she angrily yelled as she tried to look for it. "Uh Gwen, remember me? I'm naked out on the road",Kevin said tapping on the window. "You deserve it, you jerk",she said and rubbed her head, which was hurting too much. She finally gave up looking for it and just wore her shirt and blue sweater.

Finally she got out of the car, and allowed him to wear his clothes. Just as he was finished , she pulled him out by pulling at his collar. She twisted his shirt and said intimidatingly,"Look Kevin, I don't know what all happened last night, but you are gonna get the crap beaten out of you for taking advantage of me. And when Ben hears about this, he's gonna go Waybig on you". "You're right to beat me up, but first just hear my story",he pleased and she loosened her grip.

He narrated how he had initially planned to screw her, but his conscience pricked him, so he decided to take her home. But in her drunken state, she forced him to have sex with her. "There's no way I'm gonna believe you",she scoffed. "I know it's hard to trust me, but I'm really telling the truth Gwen",Kevin said earnestly, and Gwen began to think." _What if he is telling the truth?"_ ,she thought and looked at him. His eyes met hers, and did not waived for even a second. She sighed,"I don't really remember what happened, so I guess I can't really hold you guilty", and on hearing this Kevin breathed a breath of relief. "Thank you for believing me Gwen",he said and she replied,"I don't believe you all the way. You're still guilty of getting me drunk".

"So I'm forgiven?",he asked awkwardly, and she said,"On 2 conditions". "What conditions?",he asked and she replied,"First, you never, ever try to have sex with me again, nor will you ever get me into such a situation. Otherwise I won't wait for an explanation".

He nodded and asked,"And the other condition?"

"I'm gonna drive on the way home",she replied


	19. The birth of Bwen

**Sorry for updating after almost an year.**

* * *

"Excuse me? I think I heard it wrong",Ben said

"I said...",Ben's mom took in a deep breath," **You're Grounded!** "

Ben's jaw dropped wide open. "What your mom is trying to say is that we don't like you going out and fighting fairy tale monsters",Ben's dad said calmly.

"They're aliens!",Ben whined. "Whatever they are, they gave you this nasty bruise tonight, and who knows, you might end up with a broken arm tomorrow!",Sandra said angrily, flames coming out of her nostrils.

"Mom...",Ben wanted to explain, but sensed that his parents weren't in the mood to listen right now. He hung his head and quietly went to his room. Ben crashed onto his bed, wondering how long it would take for his parents to cool off.

* * *

"For the last time Kevin, whatever happened that night, was not consensual. You got me drunk!",Gwen yelled over the phone.

"You liked it more than me. I can't forget how cutely you kept moaning...",Kevin teased.

Gwen's cheeks grew red, and she immediately hung up the phone. "Dang, I shouldn't have brought that up. Now I gotta investigate those Forever Knights alone...Wait, I didn't ask Ben",Kevin quickly dialed Ben's number and pressed the phone to his ear.

"Hello?",Ben said in a dull voice

"You busy?",Kevin asked

"Yeah, I'm sinking in the sea of boredom right now. Did you want something?",Ben said

"I am going to investigate a Forever Knights hideout after I got a tip from an informant. Wanna come?",Kevin asked.

"I'm grounded",Ben said blandly.

"So what? Just jump out the window",Kevin said

"Wow. You've never been grounded before have you?",Ben asked

"Dude, I'm serious. We might be able to take down the Forever Knights once and for all",Kevin said.

Ben hesitated, but refused politely. Kevin put his phone in his pocket and went to his car. "Maybe I should've gone with him. These walls are starting to creep me out",Ben said to himself as he stared at the ceiling of his room. Slowly, Ben's eyes started to close, and the next moment, he was snoring heavily.

 _Lately in his dreams, Ben always saw the one person he loved the most. "Gwen",he moaned as he saw his cousin down to her knees. "What are you..." He started to ask, but got his answer when she unzipped his pants. She put her hands on his rock hard organ, and massaged it slowly. Her thumb played with the tip, while her fingers stroked the shaft. She quickly enveloped his rod with her mouth, playing with his ball sack using her hands. "Gwen, you're so good. I'm gonna...". Just as he neared his release, he felt the feeling of her warm mouth die down, and looked down to see that she was gone._

Ben's eyes snapped open as he sat up with a jerk. "Just a dream...",he muttered to himself and lifted the bedsheet to see his massive boner.

Jump out the window to help Kevin? Pass

Jump out the window to have sex with Gwen? Definitely!

* * *

Gwen was startled when she heard the noise behind her. She spun around with her hands glowing with pink mana energy, only to see Ben knocking on the window.

"What are you doing here now?",She asked, opening the latch and letting him climb in. "And why are you sneaking into my room? Never heard of a front door?",she asked as he jumped onto her bed.

"I came to see you",he replied. "Actually, it's pretty obvious why you're here",she said, pointing at the tent in his pants. "Guilty",he said, raising his hands and giving her a toothed grin. "Forget it Ben",she said, and went back to arranging her books on the shelf.

"Aw come on",he whined. "You still haven't told why you snuck in",she said. "I'm...uh grounded",Ben said sheepishly,"So I can't let your parents see me, otherwise I'm gonna get in big trouble with my mom".

"Oh, then as a well-wishing cousin I should do what's best for you",she said, picking up her phone. "What are you doing?",he inquired. "Calling Aunt Sandra of course",she said smiling. "What?! No!",he jumped off the bed to snatch her phone, but couldn't.

"You're the worst",he said scowling. "Relax, I was just kidding. You should have seen the look on your face",she said, imitating his horrified expression. Ben couldn't help but smile by watching her silly imitation, and soon burst out laughing. She too chuckled and sat beside him.

As the laughter died down, there was silence in the room. Ben looked at his cousin, her face illuminated by the radiant moonlight coming from her window. Gwen was looking at him with half lidded eyes, and they shifted closer. Finally, their lips touched and they kissed slowly, not wanting the feeling to end.

They reluctantly pulled away when they felt the need for oxygen. "My parents...",she breathed. "Should I lock the door?",Ben asked, and she nodded. As he quickly got up to do it, Gwen suddenly felt a wave of guilt was over her, when she remembered what happened last night.

 _Should I tell him? How will he react? Will he believe that I was drunk?_ All this questions ran in Gwen's mind, making her tense. Unaware of her turmoil, Ben trained her face to his and kissed her passionately. Ben's sweet and hot kiss made her forget about everything, and she just focused on him.

Her hands caressed his face, and when he pulled away, she could see the ravenous hunger gleaming in his eyes. He put his arms around her waist, and gently lowered her onto the bed, with him on top. Gwen closed her eyes, and excitedly waited for him to do something. But when she didn't feel anything for a few seconds, she opened her eyes, and saw Ben looking at her with a sad expression.

"What's wrong?",she asked. "Before we do this, I just want you to know, that you're not just someone I have casual sex with. I know that you don't want to get together because we're cousins, but I can't stop having feelings for you",Ben confessed. "Ben, what are you-",Gwen muttered softly, clearly surprised. "I'm saying, Gwen...",he looked straight into her eyes,"...I love you".

Gwen felt her turmoil return, and lot of thoughts about where this would lead, came to her mind. She looked at Ben, and noticed that he had never looked more handsome. She bit her lip as she tried to think rationally. Everything in her mind said that this was wrong. But something clicked inside her, and the next moment, she pulled Ben in for a deep kiss.

After it ended, Ben looked at her, clearly surprised. "No matter how much I resist it, I can't deny it Ben",she started to say. Ben's eyes widened when he got what she was going to say. "I love you too",she blurted out. Ben gulped hard, and for a moment they just lay there frozen. "Really?",he asked in a whisper. She nodded with a small smile on her face, and he dove in to kiss her again.

Gwen pulled at his shirt, taking it off. Even though she had seen him naked a lot, he never failed to surprise her. Ben then did the same, exposing her skin to the cold air.

"Ben...",

"Yes?"

"I...have something to tell you"

"What?"

"Last night, I ...uh..."

"It's okay, you can tell me anything"

"I'm sorry, Ben". Tears fell from her eyes, as she told him what happened with Kevin. "Hey hey hey",Ben said reassuringly, holding her tightly, "It isn't your fault".

"But I..."

"Gwen, I love you, and that means I have to accept you as you are. It's okay"

Gwen slowly wiped away her tears and smiled at him. "Come here Benjamin",she said, and pushed him down on the bed,"You're gonna have the time of your life".

* * *

 **That's it for this one. There will be smut scenes in the next one, though**


End file.
